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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Filed by the Registrant☒Filed by a Party other than the Registrant☐
Check the appropriate box:
☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

§240.14a-12

COURSERA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
Payment

of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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Coursera, Inc.

381 E. Evelyn Ave.

Mountain View, California 94041

(650) 963-9884

March 31, 2022

Dear Stockholder:

You are cordially invited to attend the 2022
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Notice of 2024 Annual Meeting of Stockholders

When
Tuesday, May 21, 2024 at
11:00 a.m., PT
Location
Live webcast
Who can vote
Holders of Coursera’s common stock at the close of business on March 22, 2024 (“Record Date”)
Dear Stockholder: You are invited to attend the 2024 Annual Meeting of Stockholders (“Annual Meeting”) of Coursera, Inc., a Delaware public benefit corporation formed pursuant to Chapter 1, Subchapter XV of the Delaware Code (“we,” “us,” “our,” “Coursera”, or the “Company”), which will be held virtually at 11:00 a.m., Pacific Time, on Tuesday, May 21, 2024 at www.virtualshareholdermeeting.com/COUR2024. Please use the 16-digit control number included in your proxy materials to access the meeting.
Items of business
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Election of three Class III directors to serve until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified
YOUR VOTE
IS IMPORTANT
It is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail.
Please review the detailed instructions beginning on page 1 regarding your voting options.
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Advisory approval of the compensation of our named executive officers
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Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024
At the Annual Meeting, we may also transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. Stockholders of record on the Record Date are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. At this time, we are not aware of any other matters to be submitted for consideration at the Annual Meeting. Stockholders of record on March 22, 2024, the Record Date, are entitled to vote at the Annual Meeting
Coursera’s Proxy Statement and Annual Report for the year ended December 31, 2023 are available at www.proxyvote.com.
By Order of the Board of Directors,
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Alan B. Cardenas
Senior Vice President, General Counsel, and Secretary
Mountain View, California
March 28, 2024

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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Proxy Statement Summary
The following summarizes certain information contained in this Proxy Statement. This summary may not contain all of the information that is important to you. Stockholders are encouraged to review the full Proxy Statement as well as our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on February 22, 2024 (the “Annual Report”). The Proxy Statement and Annual Report are available at www.proxyvote.com.
Annual Meeting Information
Tuesday, May 21, 2024 at 11:00 a.m., Pacific Time,PT via live webcast at www.virtualshareholdermeeting.com/COUR2024
Who can vote
Holders of Coursera’s common stock at the close of business on Thursday, May 12, 2022. In lightMarch 22, 2024 (“Record Date”)
Annual Meeting ProposalsBoard recommendationFor further details
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Election of Jeffrey N. Maggioncalda, Susan W. Muigai, and Sabrina L. Simmons to serve as Class III directors until our 2027 annual meeting of stockholders or until their successors are duly elected and qualifiedFOR each director nomineePage 24
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Advisory approval of the compensation of our named executive officers as disclosed in this Proxy StatementFORPage 69
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Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024FORPage 73
YOUR VOTE IS IMPORTANT. We encourage you to read the COVID-19 pandemicaccompanying Proxy Statement carefully and to protect the health of our employees, stockholders and the community, the Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/COUR2022 and using the 16-digit control number included invote your proxy materials. We currently expect to return to an in person meeting for our 2023 annual meeting of stockholders.

The formal notice of the Annual Meeting and the Proxy Statement has been made a part of this invitation.

Whethershares as soon as possible, whether or not you plan to attend the Annual Meeting, it is importantMeeting. Voting instructions are contained on the proxy card or voting instruction form that your shares be represented and voted at the Annual Meeting. After reading theyou received with this Proxy Statement, please promptly vote. Your shares cannot be voted unlessStatement. We encourage you vote by Internet or telephone, vote as instructed by your broker, or vote your shares electronically at the Annual Meeting.

We look forward to speaking with you at the meeting.

Sincerely,
LOGO
Jeffrey N. Maggioncalda
Chief Executive Officer

Coursera, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, May 12, 2022

To Our Stockholders:

Coursera, Inc. will hold its 2022 Annual Meeting of Stockholders at 11:00 a.m., Pacific Time, on Thursday, May 12, 2022. In light of the COVID-19 pandemic and to protect the health of our employees, stockholders and the community, the Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/COUR2022 and using the 16-digit control number included insubmit your proxy materials.

We are holding this Annual Meeting:

to elect three Class I directors to serve untilor voting instructions via the 2025 annual meetinginternet, which is convenient, helps reduce the environmental impact of stockholders or until their successors are duly elected and qualified;

to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022; and

to transact such other business as may properly come before the Annual Meeting, and any adjournments or postponements of the Annual Meeting.

Stockholders of record at the close of business on March 17, 2022 are entitled to notice ofsaves significant postage and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

It is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail. Please review the detailed instructions on page 1 regarding your voting options.

processing costs.
By Order of the Board of Directors,
LOGO
Anne T. Cappel
General Counsel and Secretary

Mountain View, California

March 31, 2022

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 12, 2022.

The Proxy Statement and Annual Report are available at

www.proxyvote.com

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

2

PROPOSAL 1 ELECTION OF DIRECTORS

7

Directors and Director Nominees

7

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

11

Board of Directors

11

Board Committees

11

Board Leadership Structure

15

Role in Risk Oversight

15

Form of Majority Voting for Uncontested Director Elections

15

Corporate Governance Guidelines

16

Codes of Business Conduct and Ethics

16

Corporate Governance Documents

17

Anti-Hedging Policy

17

Our Director Nomination Process

17

Stockholder Recommendations for Nominations to Our Board

18

How to Communicate with our Board

18

2021 Director Compensation

18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

20

EXECUTIVE OFFICERS

23

EXECUTIVE COMPENSATION

25

Summary Compensation Table

25

Narrative to Summary Compensation Table

25

Nonqualified Deferred Compensation

27

Existing Employment Agreements with Our Named Executive Officers

27

Potential Payments upon Termination or Change in Control

29

Outstanding Equity Awards at Fiscal Year-End Table

30

Equity Compensation Plan Information

31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

33

REPORT OF THE AUDIT COMMITTEE

36

PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

37

Principal Accountant Fees and Services

37

Pre-approval Policies and Procedures

37

OTHER MATTERS

38

i

Coursera, Inc.

381 E. Evelyn Ave.

Mountain View, California 94041

PROXY STATEMENT

Information Concerning Voting and Solicitation

This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors of Coursera, Inc., a Delaware corporation (“we,” “us,” “our,” “Coursera” or the “Company”), of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of the Company to be held virtually on Thursday, May 12, 2022 at 11:00 a.m., Pacific Time, and any adjournments or postponements thereof (the “Annual Meeting”).

IMPORTANT INFORMATION CONCERNING VOTING AND SOLICITATION. The Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed to stockholders on or about March 31, 2022.

IMPORTANT

28, 2024. Please promptly vote by Internetinternet or telephone, or by following the instructions provided by your broker, bank, or nominee, so that your shares can be represented at the Annual Meeting.

You may vote in one of the following ways:

Internet

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Telephone

Mail

At the Virtual Meeting

Internet
Stockholders of record may vote online at www.proxyvote.com
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Telephone
Stockholders of record may call
toll-free at 1-800-690-6903
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Mail
Follow the instructions in your proxy materials
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At the Virtual Meeting
Visit www.virtualshareholdermeeting.com/COUR2022www.virtualshareholdermeeting. com/COUR2024 and use the 16-digit control number included in your proxy materials

QUESTIONS AND ANSWERS ABOUT

THE PROXY MATERIALS AND THE ANNUAL MEETING

Why am I receiving these materials?


Coursera12024 Proxy Statement
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Company Snapshot
Who We Are
Our boardmission is to provide universal access to world-class learning so that anyone, anywhere has the power to transform their life through learning.
Learning is the source of human progress. The spread of ideas across cultures and ages has helped transform our world from illness to health, from poverty to prosperity, and from conflict to peace. By combining some of the world’s best educational content with a technology platform that can serve learners on a global scale, we believe Coursera will enable the digital transformation of higher education and bring relevant, high-quality, affordable education to every corner of the world.
Coursera is a platform that enables a global ecosystem of educators, learners, and institutions. As of December 31, 2023, approximately 142 million learners from more than 235 countries and dependencies had registered on Coursera to learn from more than 325 universities and industry experts. Our educator partners have created a broad catalog of content and credentials, ranging from entry-level industry microcredentials to university degrees, which are globally distributed through our platform’s multiple segments. Coursera serves learners with educational content directly in their homes or on the go, on the job through their employers, their colleges and universities, and through government-sponsored programs. As of December 31, 2023, over 1,300 institutions were paying Enterprise customers, including businesses, colleges, universities, and governmental organizations. We also provide social impact programs that have helped more than 260,000 learners around the world.
The graphic below illustrates our global learning ecosystem as of December 31, 2023:
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Coursera22024 Proxy Statement
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2023 Business Highlights
In 2023, we delivered strong results, executing amidst a challenging external environment that remained dynamic.
Highlights include:
•Delivered year-over-year revenue growth of 21%, reflecting the demand we continue to see from individuals and institutions seeking the latest digital skills and branded credentials for today’s fast-changing economy and technology landscape.
•Achieved our growth with increased leverage, including our first positive Adjusted EBITDA quarter, delivering on our commitment to build a platform and business model that scales.
•Added approximately 24 million new registered learners, growing our global learner base to approximately 142 million.
•Broadened our Enterprise customer basewith more than 200 new Paid Enterprise Customers, including businesses, governments, and campuses.
•Announced approximately 20 new entry-level Professional Certificates from partners, including Amazon Web Services (AWS), Google, IBM, and Microsoft.
•Announced nearly 20 new degree programs from U.S. and international universities, emphasizing growing pathways between our open content and college degrees to drive accessibility, affordability, and job-relevance.
•Expanded the number of courses and credentials with American Council on Education credit recommendations, while securing our first regional recommendations with the European Credit Transfer and Accumulation System.
•Accelerated our AI-powered translation initiative, allowing learners speaking up to 18 popular languages like Arabic, French, German, Spanish, Thai and more to access over 4,000 courses, Specializations, and Professional Certificates in their local language.
•Introduced Coach, our virtual learning assistant powered by generative AI and grounded in our expert content, with encouraging initial feedback and engagement from learners in our beta program.

Coursera32024 Proxy Statement
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Our Board
Our Board of Directors (our “Board”) is divided into three classes with staggered three-year terms. The following table and graphs in this section provide summary information about our director nominees and continuing directors is soliciting your proxyas of March 28, 2024.
Committee Membership(2)
NameAgeDirector SinceClass
Term Expiration(1)
Audit
LDEIC (3)
Nominating and Corporate GovernanceIndependent
Director Nominees:
Jeffrey N. Maggioncalda
President and CEO
552017III2024No
Susan W. Muigai542023III2024MemberYes
Sabrina L. Simmons602020III2024ChairYes
Continuing Directors:
Carmen Chang762021I2025ChairMemberYes
Theodore R. Mitchell682020I2025MemberChairYes
Scott D. Sandell
Lead Independent Director
592011I2025MemberYes
Amanda M. Clark442020II2026MemberMemberYes
Christopher D. McCarthy482023II2026MemberYes
Andrew Y. Ng
Chairman of the Board
472011II2026  No
1.Each director's respective three-year term expires at the annual meeting of stockholders to votebe held during the year indicated. If our director nominees are re-elected at the Annual Meeting, includingtheir respective terms will expire at any adjournments or postponementsour 2027 annual meeting of the meeting. This year’s Annual Meeting will be held virtually. Youstockholders.
2.If our director nominees are invited to attendre-elected at the Annual Meeting, via live audio webcasteach committee’s membership immediately following the Annual Meeting is expected to vote electronically onbe unchanged.
3.Refers to the proposals describedLeadership, Diversity, Equity, Inclusion, and Compensation Committee (hereinafter referred to as the “LDEIC committee”).
Board Diversity and Other Attributes
54975582238454975582238554975582238665970697850156597069785016
Coursera42024 Proxy Statement
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Forward-Looking Statements
This Proxy Statement, including the Compensation Discussion and Analysis section, contains forward-looking statements, including information about future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results to be materially different than those expressed or implied in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by Internet or telephone. In accordancesuch statements. Certain of these risks, uncertainties, and other factors are included in documents we filed with the rules of the Securities and Exchange CommissionCommissions (“SEC”), weincluding but not limited to, our Annual Report, as well as subsequent reports filed with the SEC. Other unknown or unpredictable factors also could have opted to furnish proxy materials, includingmaterial adverse effects on our future results. The forward-looking statements included in this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we are sending the Notice to our stockholders of record and beneficial stockholders as of March 17, 2022 (the “Record Date”). Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by Internet or telephone as early as possible to avoid processing delays.

Will there be any other items of business on the agenda?

We do not expect any other items of business because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be properly brought before the meeting. Those persons intend to vote the proxy in accordance with their best judgment.

Who is entitled to vote?

Stockholders of record at the close of business on the Record Date, March 17, 2022, may vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of the Company’s common stock heldmade only as of the Record Date.

A listdate hereof. We cannot guarantee future results, levels of stockholdersactivity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, we expressly disclaim any intent or obligation to update or revise any forward-looking statements, whether as a result of record entitled to vote atnew information, future events, or otherwise.

Coursera52024 Proxy Statement
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Questions and Answers About the Proxy Materials and the Annual Meeting will be available for examination by any stockholder, for any purpose related to the Annual Meeting, for ten days prior to the Annual Meeting at our offices located at 381 E. Evelyn Ave. Mountain View, California 94041. Please contact our Secretary by telephone at (650) 963-9884 if you wish to inspect the list of stockholders prior to the Annual Meeting. This list will also be available for examination by stockholders during the Annual Meeting using the 16-digit control number included in your proxy materials.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are considered, with respect to those shares, a stockholder of record. The Notice has been sent directly to you by us.

Beneficial Owner. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name. The Notice has been forwarded to you by your broker, bank, or nominee who is considered, with respect to those shares, the stockholder of record.

How do I vote?

You may vote using any of the following methods:

By Internet – Stockholders of record may submit proxies by following the Internet voting instructions on their proxy cards prior to the Annual Meeting. Most stockholders who hold shares beneficially in

street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their brokers, banks or nominees. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for which you will be responsible. The Internet voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

By Telephone – Stockholders of record may submit proxies by following the telephone voting instructions on their proxy cards prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by telephone by calling the number specified on the voting instruction form provided by their brokers, banks or nominees. Please be aware that if you submit voting instructions by telephone, you may incur costs such as telephone access charges for which you will be responsible. The telephone voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

By Mail – If you would like to receive a paper copy of the proxy card, you must request one. Stockholders of record may submit paper proxies by completing, signing and dating the proxy card and returning it in the prepaid envelope enclosed with the proxy card. Sign your name exactly as it appears on the proxy. If you return your signed proxy but do not indicate your voting preferences, your shares will be voted on your behalf “FOR ALL” in Proposal 1 and “FOR” Proposal 2. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees.

At the Virtual Meeting – Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/COUR2022 and using the 16-digit control number included in your proxy materials. If you have already voted previously by Internet or telephone, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Shares held beneficially in street name may be voted electronically at the Annual Meeting only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares.

Even if you plan to attend the Annual Meeting via live audio webcast, we recommend that you also submit your proxy or voting instructions or vote by Internet, telephone or mail prior to the meeting so that your vote will be counted if you later decide not to attend the meeting.

Why am I receiving these emails?
Our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. This year’s Annual Meeting will be held virtually. You are invited to attend the Annual Meeting via live audio webcast to vote electronically on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by internet or telephone. In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have opted to furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Accordingly, we are sending the Notice to our stockholders of record and beneficial stockholders as of March 22, 2024 (the “Record Date”). Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by internet or telephone as early as possible to avoid processing delays.

Internet

Will there be any other items of business on the agenda?We do not expect any other items of business because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be properly brought before the meeting. Those persons intend to vote the proxy in accordance with their best judgment.
Who is entitled to vote?

Telephone

Stockholders of record at the close of business on the Record Date may vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of Coursera’s common stock held as of the Record Date.
A list of stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose related to the Annual Meeting, for ten days prior to the Annual Meeting at our offices located at 381 E. Evelyn Avenue, Mountain View, California 94041. Please contact our Secretary by telephone at (650) 963-9884 if you wish to inspect the list of stockholders prior to the Annual Meeting. This list will also be available for examination by stockholders during the Annual Meeting using the 16-digit control number included in your proxy materials.
Coursera6

Mail

2024 Proxy Statement
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder of Record
If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (“Equiniti”), you are considered a stockholder of record with respect to those shares. The Notice has been sent directly to you by us.
Beneficial Owner
If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name. The Notice has been forwarded to you by your broker, bank, or nominee who is considered the stockholder of record with respect to those shares.
How do I vote?

You may vote using any of the following methods:
By Internet
Stockholders of record may submit proxies by following the Internet voting instructions on their proxy cards prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their brokers, banks, or nominees. Please be aware that if you vote over the internet, you may incur costs such as internet access charges for which you will be responsible. The internet voting facilities will close at 11:59 p.m., Eastern Time, the day before the Annual Meeting.
By Telephone
Stockholders of record may submit proxies by following the telephone voting instructions on their proxy cards prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by telephone by calling the number specified on the voting instruction form provided by their brokers, banks, or nominees. Please be aware that if you submit voting instructions by telephone, you may incur costs such as telephone access charges for which you will be responsible. The telephone voting facilities will close at 11:59 p.m., Eastern Time, the day before the Annual Meeting.
By Mail
If you would like to receive a paper copy of the proxy card, you must request one. Stockholders of record may submit paper proxies by completing, signing, and dating the proxy card and returning it in the prepaid envelope enclosed with the proxy card. Sign your name exactly as it appears on the proxy. If you return your signed proxy but do not indicate your voting preferences, your shares will be voted on your behalf “FOR ALL” in Proposal 1, and “FOR” Proposals 2 and 3. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing, and dating the voting instruction forms provided by their brokers, banks, or nominees.
At the Virtual Meeting

Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/COUR2024 and using the 16-digit control number included in your proxy materials. If you have already voted previously by internet or telephone, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Shares held beneficially in street name may be voted electronically at the Annual Meeting only if you obtain a legal proxy from the broker, bank, or nominee that holds your shares giving you the right to vote the shares.
Coursera72024 Proxy Statement
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Even if you plan to attend the Annual Meeting via live audio webcast, we recommend that you also submit your proxy or voting instructions or vote by internet, telephone, or mail prior to the meeting so that your vote will be counted if you later decide not to attend the meeting.
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Internet
Stockholders of record may vote online at www.virtualshareholder meeting.com/COUR2022
Stockholders of record may call toll-free at 1-800-690-6903www.proxyvote.com

Mail
Follow the instructions in your proxy materials
phone.jpg
location.jpg
Telephone
Stockholders of record may
call toll-free at 1-800-690-6903
At the Virtual Meeting
Visit www.virtualshareholder meeting.com/COUR2022COUR2024 and use the
16-digit control number included in your proxy materials
Can I change my vote or revoke my proxy?
You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by internet or telephone, you may change your vote or revoke your proxy with a later internet or telephone proxy, as the case may be. If you are a stockholder of record and submitted your proxy by mail, you must file with Coursera’s Secretary a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or you vote at the Annual Meeting.
If you are a beneficial owner of shares held in street name and you wish to change or revoke your vote, you must obtain a legal proxy through your broker, bank, or nominee and present it to Equiniti at least two weeks in advance of the Annual Meeting. Please consult the voting instructions or contact your broker, bank, or nominee.
How are votes counted?
For Proposal 1, the election of directors, you may vote “FOR ALL” the Class III nominees, or “FOR ALL EXCEPT” one or more of the nominees, or your vote may be “WITHHELD” with respect to all nominees. Broker non-votes resulting from a broker’s failure to receive voting instructions from the beneficial owner of shares entitled to vote on Proposal 1 will have no effect.
For Proposals 2 and 3, you may vote “FOR,” vote “AGAINST,” or “ABSTAIN,” Abstentions and broker non-votes with respect to this proposal will not be counted as votes cast and, therefore, will have no effect on the vote.
If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction form with no further instructions, your shares will be voted in accordance with the recommendations of our board of directors (i.e., “FOR” the election of the Class III nominees to our Board, “FOR” Proposals 2 and 3, and in the discretion of the proxy holders on any other matters that may properly come before the meeting).

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by Internet or telephone, you may change your vote or revoke your proxy with a later Internet or telephone proxy, as the case may be. If you are a stockholder of record and submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or you vote at the Annual Meeting.

If you are a beneficial owner of shares held in street name and you wish to change or revoke your vote, you must obtain a legal proxy through your broker and present it to AST at least two weeks in advance of the Annual Meeting. Please consult the voting instructions or contact your broker, bank or nominee.

How are votes counted?

For Proposal 1, the election of directors, you may vote “FOR” the Class I nominees or your vote may be “WITHHELD” with respect to one or more of the nominees. Broker non-votes resulting from a broker’s failure to receive voting instructions from the beneficial owner of shares entitled to vote on Proposal 1 will have no effect.

For Proposal 2, you may vote “FOR,” vote “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will have no effect.

If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction form with no further instructions, your shares will be voted in accordance with the recommendations of our board of directors (i.e., “FOR” the election of the Class I nominees to our board of directors and “FOR” Proposal 2, and in the discretion of the proxy holders on any other matters that may properly come before the meeting).

If you hold shares beneficially in street name and do not provide your broker or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker or nominee does not have discretionary voting authority to vote on that matter without instructions from the beneficial owner and instructions are not given. Discretionary items are proposals considered “routine” under the rules of the New York Stock Exchange (the “NYSE”), such as the ratification of the appointment of our independent registered public accounting firm, and therefore, broker non-votes are not expected to exist with respect to this proposal. Except for Proposal 2, ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022, all proposals are considered a “non-routine” item for which brokers and nominees do not have discretionary voting power and, therefore, broker non-votes may exist with respect to these proposals. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered votes cast on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained.

What vote is required to approve each item? How does the board recommend that I vote and what is the voting requirement for each of the proposals?

We have a form of majority voting standard for the election of directors in an uncontested election, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. Cumulative voting is not permitted, which means that each stockholder may vote no more than the number of shares he or she owns for a single director candidate. The nominees receiving the highest number of “FOR” votes at the Annual Meeting will be elected. If any nominee for director receives a greater number of votes “WITHHELD” than votes “FOR” such election, our amended and restated bylaws (“Bylaws”) require that such person must promptly tender his or her irrevocable resignation to our board of directors for the board’s consideration. If such director’s resignation is accepted by the board, then our board of directors, in its sole discretion, may fill the resulting vacancy or may decrease the size of the board in accordance with the provisions of our Bylaws.

Coursera82024 Proxy Statement

Table of Contents
How are votes counted? (continued)If you hold shares beneficially in street name and do not provide your broker, bank, or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker or nominee does not have discretionary voting authority to vote on that matter without instructions from the beneficial owner and instructions are not given. Discretionary items are proposals considered “routine” under the rules of the New York Stock Exchange (the “NYSE”), such as the ratification of the appointment of our independent registered public accounting firm, and therefore, broker non-votes are not expected to exist with respect to this proposal. Except for Proposal 3, ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024, all proposals are considered “non-routine” items for which brokers and nominees do not have discretionary voting power and, therefore, broker non-votes may exist with respect to these proposals. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered votes cast on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained.
What vote is required to approve each item? How does the board recommend that I vote and what is the voting requirement for each of the proposals?We have a form of majority voting standard for the election of directors in an uncontested election, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. Cumulative voting is not permitted, which means that each stockholder may vote no more than the number of shares owned for a single director candidate. The nominees receiving the highest number of “FOR” votes at the Annual Meeting will be elected. If any nominee for director receives a greater number of votes “WITHHELD” than votes “FOR” such election, our amended and restated bylaws (“Bylaws”) require that such person must promptly tender an irrevocable resignation to our Board for its consideration. If such director’s resignation is accepted by our Board, then our Board, in its sole discretion, may fill the resulting vacancy or may decrease the size of the board in accordance with the provisions of our Bylaws.
Coursera92024 Proxy Statement
Table of Contents
The table below describes the proposals to be considered at the Annual Meeting and the vote required for each proposal:

ProposalBoard
Recommendation		Vote Required
Effect of Abstentions(1)
Broker Discretionary Voting Allowed?(2)

Proposal

Board
Recommendation

Vote Required

Effect of
Abstentions(1)

Broker Discretionary
Voting Allowed?(2)

1  

dot_numbers-01.jpg
Election of Directors

FOR ALLFOR each nominee
The nominees receiving the highest number of “FOR”“FOR” votes at the Annual Meeting will be elected.elected(3)

No effect

Not considered votes cast on this proposal

No

Brokers without voting instructions will not be able to vote on this proposal

2  Ratification of

dot_numbers-2.jpg
Advisory Vote to Approve Executive CompensationFOR
Non-binding advisory proposal. We will consider the Appointment of Deloitte & Touche LLP

FORThematter approved if it receives the affirmative “FOR”“FOR” vote of a majority of the votes cast at the Annual Meeting.Meeting

No effect

Not considered votes cast on this proposal

No
Brokers without voting instructions will not be able to vote on this proposal
dot_numbers-3.jpg

Ratification of the Appointment of Deloitte & Touche LLP

FOR
The affirmative “FOR” vote of a majority of the votes cast at the Annual Meeting
No effect
Not considered votes cast on this proposal
Yes

Brokers without voting instructions will have discretionary authority to vote

(1)

As noted below, abstentions will be counted as present for purposes of establishing a quorum at the Annual Meeting.

(2)

1.As noted below, abstentions will be counted as present for purposes of establishing a quorum at the Annual Meeting.
2.Only relevant if you are the beneficial owner of shares held in street name. If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

(3)

If any nominee for director receives a greater number of votes “WITHHELD” than votes “FOR” such election, our Bylaws require that such person must promptly tender his or her irrevocable resignation to our board of directors for the board’s consideration.

What constitutes a quorum?

The presence online at the Annual Meeting or represented by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date, will constitute a quorum. As of the close of business on the Record Date, 143,723,129 shares of our common stock were outstanding. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.

What is “householding” and how does it affect me?

We have adopted a process for mailing our proxy materials called “householding,” which has been approved by the SEC. Householding means that stockholders who share the same last name and address will receive only one copy of our proxy materials, unless we receive contrary instructions from any stockholder at that address.

If you prefer to receive multiple copies of our proxy materials at the same address, we will promptly provide additional copies upon request. If you are a stockholder of record and you may contact us by writing to Secretary, Coursera, Inc., 381 E. Evelyn Ave. Mountain View, California 94041, or by calling (650) 963-9884. Eligible stockholders of record receiving multiple copies of our proxy materials can request householding by contacting us in the same manner. We have undertaken householding to reduce printing costs and postage fees, and we encourage you to participate.

If you are a beneficial owner, you may request additional copies of our proxy materials or you may request householding by notifyingdo not cast your broker, bank or other nominee.

How are proxies solicited?

Our employees, officers and directors may solicit proxies. Wevote, no votes will pay the cost of printing and mailing proxy materials, and will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy material to the owners of our common stock. At this time, we have not engaged a proxy solicitor. If we do engage a proxy solicitor, we will pay the customary costs associated with such engagement.

Why are we holding a virtual Annual Meeting?

After careful consideration, in lightbe cast on your behalf on any of the COVID-19 pandemic and to protect the healthitems of our employees, stockholders and the community, the Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. In addition, we believe that the virtual meeting format will expand stockholder access and participation. You will not be able to attend the Annual Meeting in person.

How can I attend the virtual Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively via live audio webcast. You will be able to attend the Annual Meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/COUR2022. To participate in, vote or ask questionsbusiness at the Annual Meeting, you will also need the 16-digit control number, which is included in your proxy materials. Meeting.

3.If you have any questions about your control number, please contact the broker, bank, or nominee that holds your shares. The Annual Meeting will begin promptly at 11:00 a.m., Pacific Time, on Thursday, May 12, 2022. We encourage you to access the virtual meeting website prior to the start time. You may begin to log into the virtual meeting platform beginning at approximately 10:45 a.m., Pacific Time, on Thursday, May 12, 2022.

What if I have technical difficulties accessing or participating in the virtual Annual Meeting?

We will have technicians ready to assist you with technical difficulties you may have accessing, voting at, or submitting questions at the Annual Meeting. Please refer to the technical support telephone number posted on the virtual meeting website login page and the virtual meeting rules of conduct posted on the virtual meeting website.

PROPOSAL 1

ELECTION OF DIRECTORS

Directors and Director Nominees

Our Bylaws provide that our board of directors will be divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified.

The current composition of the board of directors is as follows:

Our Class I directors are Carmen Chang, Theodore R. Mitchell, and Scott D. Sandell, and their terms will expire at the Annual Meeting;

Our Class II directors are Amanda M. Clark and Andrew Y. Ng and their terms will expire at the 2023 annual meeting of stockholders; and

Our Class III directors are L. John Doerr, Jeffrey N. Maggioncalda, and Sabrina L. Simmons and their terms will expire at the 2024 annual meeting of stockholders.

Three Class I directors will be elected at the Annual Meeting to serve until the annual meeting of stockholders to be held in 2025 or until their successors are duly elected and qualified, with the other classes of directors continuing to serve for the remainder of their respective terms.

The nominating and corporate governance committee of the board has recommended, and our board of directors has designated, Carmen Chang, Theodore R. Mitchell, and Scott D. Sandell as the nominees for Class I director to serve until the 2025 annual meeting of stockholders, and each has indicated to us that such individual will be able to serve. If a nominee is unable or declines to serve as a director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominees designated by our board of directors, taking into account any recommendations of the nominating and corporate governance committee, to fill such vacancy.

Class I directors shall be elected by a plurality of the votes cast (meaning that the director nominees who receive the highest number of shares voted “FOR” their election are elected as the Class I directors); provided, that if any nominee for director receives a greater number of votes “WITHHELD” than votes “FOR” such election, our Bylaws require that such person must promptly tender his or heran irrevocable resignation to our board of directorsBoard for the board’sits consideration.

The names of the Class I director nominees and the other members of our board of directors and certain biographical information as of April 1, 2022 are set forth below:

Class I Director Nominees

What constitutes a quorum?The presence online at the Annual Meeting or represented by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date, will constitute a quorum. As of the close of business on the Record Date, 157,323,962 shares of our common stock were outstanding. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.

Carmen Chang

Age: 74 Director Since: October 2021 Independent

What is “householding” and how does it affect me?
We have adopted a process for mailing our proxy materials called “householding,” which has been approved by the SEC. Householding means that stockholders who share the same last name and address will receive only one copy of our proxy materials, unless we receive contrary instructions from any stockholder at that address.
If you prefer to receive multiple copies of our proxy materials at the same address, we will promptly provide additional copies upon request. If you are receiving multiple copies of our proxy materials and would like to receive only one, please contact us. If you are a stockholder of record, you may contact us by writing to Secretary, Coursera, Inc., 381 E. Evelyn Avenue, Mountain View, California 94041, or by calling (650) 963-9884. Eligible stockholders of record receiving multiple copies of our proxy materials can request householding by contacting us in the same manner. We have undertaken householding to reduce printing costs and postage fees, and we encourage you to participate.
If you are a beneficial owner, you may request additional copies of our proxy materials or you may request householding by notifying your broker, bank, or nominee.
CourseraCarmen Chang serves as a General Partner102024 Proxy Statement
Table of Contents
How are proxies solicited?Our employees, officers, and Head, Asiadirectors may solicit proxies. We will pay the cost of New Enterprise Associates, Inc. (“NEA”), where she focuses on building NEA’s global organizationprinting and portfolio in Chinamailing proxy materials and will reimburse brokerage houses and other emerging marketscustodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy material to the owners of our common stock. Our solicitation of proxies may also be made in Asia. Ms. Chang joined NEA in 2012. Ms. Chang servesperson, by telephone, or by electronic communications by our respective directors, officers, and employees, who will not receive additional compensation for those solicitation activities. We have also engaged D.F. King as our proxy solicitor, for a fellow for the Rock Center for Corporate Governance, a joint initiativefee of Stanford Law School and the Stanford Graduate School of Business. Ms. Chang has served on the board of directors of Tuya Inc. (NYSE: TUYA), a one-stop Internet of Things (“IOT”) solutions platform for device manufacturers, since 2016, and is also on the board

approximately $15,000 plus reasonable out-of-pocket expenses.
of directors for number of other companies, including Moqi, an innovative player in biometrics identification, Blue Ocean, a developer of scalable, high performing AI chips, Cista, a developer of image sensor systems, Workera, a technology upskilling platform, InCarey, a multi-specialty digital health service platform, Transfix, a B2B freight marketplace, and Simple Psychology, an online discovery engine for psychotherapy. Prior to joining NEA, Ms. Chang was a partner at a major Silicon Valley law firm, where she specialized in corporate and securities law and led that firm’s China practice. Ms. Chang holds a master’s degree in modern Chinese history from Stanford University and a juris doctorate degree from Stanford Law School. We believe Ms. Chang brings significant business, legal, and leadership experience to our board of directors.
How can I attend the virtual Annual Meeting?

Theodore R. Mitchell

Age: 66

Director Since: May 2020

Independent

Dr. Theodore R. Mitchell assumed the Presidency of the American Council on Education in September 2017. Prior to that time, he was the Under Secretary of the United States Department of Education from May 2014 until January 2017, responsible for all post-secondary and adult education policy programs as well as the $1.3 trillion Federal Student Aid Portfolio. From January 2017 to September 2017, Mr. Mitchell served asThe Annual Meeting will be a private consultant, including to the American Council on Education. Prior to his federal service, Dr. Mitchell served as the Chief Executive Officer of the NewSchools Venture Fund, a national investor in education technology, from June 2005 to May 2014. Dr. Mitchell also previously served as President of the California State Board of Education, President of Occidental College, and in a variety of leadership roles at UCLA, including Vice Chancellor. Dr. Mitchell was Deputy to the President and to the Provost at Stanford University and began his career as a professor at Dartmouth College where he also served as Chair of the Department of Education. Dr. Mitchell also served as a member of the board of directors of The McClatchy Company (PNK: MNIQQ) from May 2017 to August 2020 and served as a member of the board of directors of Frontline Ltd. (NYSE: FRO) from April 2017 to August 2018. Dr. Mitchell holds a B.A. and Ph.D. in Education from Stanford University. We believe Dr. Mitchell brings extensive experience as a leader in education, business, and public policy to our board of directors.

Scott D. Sandell

Age: 57

Director Since: December 2011

Independent

Scott D. Sandell has served as Managing General Partner of NEA, a venture capital firm, since April 2017, Co-Managing General Partner from March 2015 to April 2017, and as a General Partner since September 2000. Mr. Sandell joined NEA in January 1996 and served as head of the firm’s technology investing practice for 10 years. In addition to serving on the board of directors of several privately-held companies, he currently serves as lead independent director of Cloudflare, Inc. (NYSE: NET), an internet security company, and as a director Robinhood Market, Inc. (NASDAQ: HOOD), a financial technology company, and Tuya Inc. (NYSE: TUYA), an IoT development platform service provider. Mr. Sandell also serves as a director of Bloom Energy Corporation (NYSE: BE), a clean energy company (“Bloom”), but is retiring from Bloom’s board of directors following Bloom’s annualcompletely virtual meeting of stockholders conducted exclusively via live audio webcast. You will be able to attend the Annual Meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/COUR2024. To participate in, vote, or ask questions at the Annual Meeting, you will also need the 16-digit control number, which is included in your proxy materials. If you have any questions about your control number, please contact the broker, bank, or nominee that holds your shares. The Annual Meeting will begin promptly at 11:00 a.m., Pacific Time, on Tuesday, May 2022. Mr. Sandell previously served21, 2024. We encourage you to access the virtual meeting website prior to the start time. You may begin to log into the virtual meeting platform beginning at approximately 10:45 a.m., Pacific Time, on Tuesday, May 21, 2024.
What if I have technical difficulties accessing or participating in the virtual Annual Meeting?We will have technicians ready to assist you with technical difficulties you may have accessing, voting at, or submitting questions at the Annual Meeting. Please refer to the technical support telephone number posted on the boardvirtual meeting website login page and the virtual meeting rules of directors of Fusion-io, Inc., a computer hardware and software systems company acquired by SanDisk Corporation, Tableau Software, Inc., a software company acquired by Salesforce.com, Inc., Workday, Inc. (Nasdaq: WDAY), a provider of on-demand financial management and human capital management software, and Spreadtrum Communications, Inc., a semiconductor company acquired by Tsinghua Unigroup. Mr. Sandell holds an A.B. in Engineering from Dartmouth College and an M.B.A. fromconduct posted on the Stanford Graduate School of Business. We believevirtual meeting website.

Coursera11Mr. Sandell brings significant public company director experience and global business, leadership, finance, and venture capital industry expertise to our board of directors.

Continuing Directors

Jeffrey N. Maggioncalda

Age: 53

Director Since: June 2017

Jeffrey N. Maggioncalda has served as our President and Chief Executive Officer and as a member of our board of directors since June 2017. Mr. Maggioncalda previously served as Chief Executive Officer and a director of Financial Engines, Inc. (Nasdaq: FNGN), a provider of financial advisory services, from August 1996 until December 2014, and served as a consultant until June 2015. Mr. Maggioncalda holds an M.B.A. from the Stanford Graduate School of Business and a B.A. in Economics and English from Stanford University. Mr. Maggioncalda has also served as a director of Silicon Valley Bank, Inc. since April 2012. Mr. Maggioncalda’s position as our Chief Executive Officer and prior positions as the Chief Executive Officer and a director of a public company bring industry expertise and extensive leadership experience to our board of directors.

Andrew Y. Ng

Age: 45

Director Since: October 2011

Andrew Y. Ng is one of our co-founders and served as our co-Chief Executive Officer from January 2012 until April 2014 and has served as the Chairman of our board of directors since April 2014. Dr. Ng is a global leader in both education and in artificial intelligence (“AI”). Prior to founding Coursera, Dr. Ng was Chief Scientist at Baidu, Inc., a Chinese language search engine, where he led approximately 1,300 people in the company’s AI Group and was responsible for driving the company’s global AI strategy and infrastructure. Dr. Ng was also the founding lead of the Google Brain team. As an adjunct professor and tenured member of Stanford University’s faculty, Dr. Ng also served as Director of the Stanford AI Lab. Dr. Ng currently serves as Chief Executive Officer of Landing.AI, which helps companies jumpstart AI adoption, and Managing General Partner of AI Fund, which supports entrepreneurs to build AI companies, positions he has held since January 2018. Dr. Ng has also led DeepLearning.AI Corp., which provides AI training, including through our platform, since its founding in June 2017. Dr. Ng holds a B.S. in Math and Computer Science from Carnegie Mellon University, an M.S. in Electrical Engineering and Computer Science from MIT, and a Ph.D. in Computer Science from the University of California, Berkeley. Dr. Ng’s knowledge of our company as co-founder and his breadth and depth of experience as a pioneer in online education bring invaluable industry and leadership expertise to our board of directors.

Amanda M. Clark

Age: 42

Director Since: November 2020

Independent

Amanda M. Clark has served as a member of our board of directors since November 2020. Ms. Clark has been the Chief Development Officer of Papa John’s International, Inc. (Nasdaq: PZZA), a restaurant franchise, since February 2020 and was previously with Taco Bell Corp., a restaurant company, where she was responsible for design, consumer facing technology, merchandising, customer marketing, new concepts, and company development, and served as Executive Vice President Restaurant Experience from February 2019 to February 2020, Senior Vice President North America Development from May 2017 to February 2019, and the General Manager for Taco Bell Canada from November 2015 to August 2018. Previously, Ms. Clark served in roles of increasing responsibility in Brand Marketing at Taco Bell since 2013. Prior to2024 Proxy Statement

joining Taco Bell, Ms. Clark worked at Procter and Gamble (NYSE: PG), a multinational consumer goods corporation, in various marketing roles for nearly 12 years on their brands including Olay, Pampers, and Oral-B. Ms. Clark holds a B.A. in Psychology and Theater Studies from Yale University. Ms. Clark brings significant business, marketing, and leadership experience to our board
Table of directors.

L. John Doerr

Age: 70

Director Since: December 2011

Independent

L. John Doerr has served as a member of our board of directors since December 2011. Mr. Doerr has been a General Partner of Kleiner Perkins Caufield & Byers (“KPCB”), a venture capital firm since August 1980. He currently serves on the board of directors of Alphabet Inc. (Nasdaq: GOOG), the parent holding company of Google LLC, Doordash Inc. (NYSE: DASH), a provider of restaurant food delivery services, and Amyris, Inc. (Nasdaq: AMRS), a renewable products company. Mr. Doerr was previously a director of QuantumScape Corporation (NYSE: QS), a battery technology company from 2020 to 2022, Bloom Energy Corporation (NYSE: BE), a clean energy company, from 2002 to 2021, Zynga Inc. (Nasdaq: ZNGA), a game developing company, from 2013 to 2017, and Amazon.com, Inc. (Nasdaq: AMZN), an e-commerce company, from 1996 to 2010. Mr. Doerr holds a B.S. in Electrical Engineering and an M.S. in Electrical Engineering from Rice University, and an M.B.A. from Harvard Business School. Mr. Doerr brings significant public company director experience and global business, leadership, venture capital, and financial expertise to our board of directors.

Sabrina L. Simmons

Age: 58

Director Since: February 2020

Independent

Sabrina L. Simmons has served as a member of our board of directors since February 2020 and has been designated to serve as chair of our audit committee. Ms. Simmons has served as Executive Vice President and Chief Financial Officer of The Gap, Inc. (“The GAP”) (NYSE: GPS), a clothing company, from January 2008 until February 2017. Ms. Simmons held several positions at The Gap, including as Executive Vice President, Corporate Finance from September 2007 to January 2008, Senior Vice President, Corporate Finance and Treasurer from March 2003 to September 2007, and Vice President and Treasurer from September 2001 to March 2003. Prior to joining The Gap, Ms. Simmons served as the Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, a British genetics company, and was Assistant Treasurer at Levi Strauss & Co. (NYSE: LEVI). Ms. Simmons currently serves as a member of the board of directors of Williams-Sonoma, Inc. (NYSE: WSM), a consumer retail company, where she is the chair of the audit and finance committee, Columbia Sportswear Company (Nasdaq: COLM), an outdoor apparel company, where she is a member of the compensation committee and the nominating and corporate governance committee and as a director a Petco Health & Wellness (Nasdaq: WOOF) where she is also the chair of the audit committee. Ms Simmons was previously a director of e.l.f. Beauty, Inc. (NYSE: ELF), an international cosmetics company, where she also chaired the audit committee. Ms. Simmons also currently serves on the Haas School of Business Advisory Board. Ms. Simmons holds a B.S. degree in Business Administration from the University of California, Berkeley and an M.B.A. from the University of California, Los Angeles. Ms. Simmons brings extensive public company leadership and board experience and significant financial expertise to our board of directors.Contents

The

Board of Directors Recommends a Vote “FOR” the Election of the Class I Nominees Set Forth Above as Directors of the Company.

and Corporate Governance

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

Our business and affairs are organized under the direction of our board of directors.Board. The primary responsibilities of our board of directorsBoard are to provide risk oversight, strategic guidance, counseling, and direction to our management.

The board of directorsBoard is committed to sound and effective governance practices that promote long-term stockholder value and strengthen the board of directors’Board’s management accountability to our stockholders, customers, and other stakeholders. The following table highlights many of our key governance practices.

•Seven of our nine directors (78%) are independent, and our Board has appointed a lead independent director
•Annual board and board committee self-assessment process overseen by the Nominating and Corporate Governance Committee
✓Six of our eight directors are independent✓Annual board self-assessment process
✓
•Independent standing committees of the board of directorsBoard
✓Majority voting and
•Robust director resignation policy in uncontested director electionsnominee selection process
•Proactive stockholder and stakeholder engagement
✓Policies regarding related party transactions✓Continued
•Commitment to periodic board refreshment and continued assessment of highly qualified, diverse, and independent candidates for nomination to the board of directorsBoard
✓
•Regular meetingsexecutive sessions of our non-management directors without management present
✓
•Policies regarding transactions in our common stock, including prohibitions on hedging and short selling
•Director resignation policy in uncontested director elections when a director receives more “withhold” votes than votes “for” election
✓Diverse board of directors with an effective mix of skills, experience and perspectives✓
•Management of key risks and compliance obligations, overseen by the Board and its committees
•Board oversight and annual review of succession planning strategies for key executives
•Board and committee-level oversight of cybersecurity, human capital, diversity, equity, and inclusion, and sustainability matters
•Robust corporate governance policies, including corporate governance guidelines, stock ownership guidelines applicable to directors and executives, and a related party transaction policy
•Diverse board of sophisticated and highly engaged directors through its audit committee.with an effective mix of relevant skills, experience, perspectives, tenure, gender, and ethnic diversity

Coursera122024 Proxy Statement
Table of Contents
Board Meetings

Our board of directorsBoard held fivefour meetings during 2021.2023. Each director attended at least 75% of the aggregate meetings held by our board of directorsBoard and the applicable committees on which such director served, during the time such director was a director. We do not have a policy that requires the attendance of directors at the Annual Meeting. We did not hold an annual meeting of stockholders in 2021, which was the year in which our initial public offering was consummated.

served.

Executive Sessions of Non-Management Directors

The non-management directors meet in an executive session in connection with each regularly scheduled board meeting, during which the non-management directors have the opportunity to discuss management performance.performance and such other topics as the non-executive directors may determine. The purpose of these executive sessions is to promote open and candid discussion among the non-management directors and to make recommendations for consideration by the full board. Our lead independent director presides over executive sessions of the non-management directors.

Board Attendance at Annual Meeting of Stockholders
Our policy is to invite each member of our Board to attend our annual meetings of stockholders, but they are not required to attend. Five out of our eight directors who were then serving on the Board attended our 2023 annual meeting of stockholders.
Director Independence

Our board of directorsBoard determined that sixseven out of eightnine directors on our board of directorsBoard qualify as independent directors, as defined under the listing rules of the NYSE: Carmen Chang, Amanda M. Clark, L. John Doerr,Christopher D. McCarthy, Theodore R. Mitchell, Susan W. Muigai, Scott D. Sandell, and Sabrina L. Simmons. There are no family relationships among any of our directors or executive officers.

Board Committees

We have established an audit committee, a leadership, development, equity, inclusion, and compensation (“LDEIC”) committee, and a nominating and corporate governance committee, each of which operate under a

charter that has been approved by our board of directors.Board. We believe that the composition of these committees meets the criteria for independence under, and the functioning of these committees complies with the applicable requirements of, the Sarbanes-Oxley Act, and the current rules and regulations of the SEC and the NYSE. We intend to comply with future requirements as they become applicable to us. Each committee has the composition and responsibilities described below.

Name
Audit
Committee

Audit 

LDEIC
Committee

LDEIC Committee

Nominating and Corporate
Governance Committee

Carmen ChangChairXXMember

Amanda M. Clark

MemberXMember
Christopher D. McCarthyXMember

L. John Doerr

O

Theodore R. Mitchell

MemberXXChair

Susan W. Muigai

Member
Scott D. Sandell*

Sandell, Lead Independent Director		MemberO

Sabrina L. Simmons

ChairO
Coursera132024 Proxy Statement

* Lead Independent Director

X – Committee Member

O – Committee Chair

Table of Contents
Audit Committee

Our audit committee consists of Sabrina L. Simmons (Chair), Amanda M. Clark, and Theodore R. Mitchell. Sabrina L. Simmons serves as the chair of our audit committee. Our audit committee held seveneight meetings in 2021.

2023.

Our board of directorsBoard has determined that each of the membersmember of our audit committee satisfiesis independent based on the independence requirements of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Each member of our audit committee member can read and understand fundamental financial statements in accordance with NYSE audit committee requirements. In arriving at this determination, our board of directors hasBoard examined each audit committee member’s scope of experience and the nature of their prior and current employment.

Our board of directorsBoard has determined that Ms. Simmons qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NYSE listing rules. In making this determination, our board of directors hasBoard considered Ms. Simmons’ formal education and previous experience in financial roles. Both ourOur independent registered public accounting firm, our internal auditors, and management periodically meet privately with our audit committee.

The functions of the audit committee include, among other things:

•evaluating the performance, independence, and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

•reviewing our financial reporting processes and disclosure controls;

•reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

•reviewing the adequacy and effectiveness of our internal control policies and procedures, including the responsibilities, budget, staffing, and effectiveness of our internal audit function;

•reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by us;

•obtaining and reviewing at least annually a report by our independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review;

•monitoring the rotation of partners of our independent auditors on our engagement team as required by law;

•prior to engagement of any independent auditors, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditors;

•reviewing our annual and quarterly financial statements and reports, including the disclosures contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;

•reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls and critical accounting policies;

•reviewing with management and our auditors any earnings announcements and discussing with management any additional financial information and earnings guidance to be provided to analysts or ratings agencies;

•establishing procedures for the receipt, retention, and treatment of complaints received by us regarding financial controls, accounting, auditing, or other matters;

•preparing the report that the SEC requires in our annual proxy statement;

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•reviewing and providing oversight of any related person transactions in accordance with our related person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our Code of Business Conduct and Ethics;

•reviewing and providing oversight of our environmental, social, and governance (“ESG”) program, ESG risk exposure, and ESG disclosure;

•overseeing our cybersecurity program (including technology and information security policies) policies and practices and the internal controls regarding information security;
•reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and

•reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter.

Leadership, Diversity, Equity, Inclusion, and Compensation Committee

Our LDEIC committee consists of Carmen Chang (Chair), Amanda M. Clark, Susan W. Muigai, and Scott D. Sandell, Carmen Chang, and Amanda M. Clark. Scott D. Sandell serves as the chair of our LDEIC committee.Sandell. Our LDEIC committee held fivefour meetings in 2021.

2023.

Our board of directorsBoard has determined that each of the membersmember of the LDEIC committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and satisfies the independence requirements of the NYSE.

The functions of this committee include, among other things:

•reviewing and approving the corporate objectives that pertain to the determination of executive compensation and evaluating performance in light of such goals;

•reviewing and approving the compensation levels and other terms of employment of our executive officers, including employment, severance, and change in control agreements and arrangements;

•approving equity compensation plans and granting equity awards not subject to stockholder approval under applicable listing standards;

•reviewing and assessing the independence of compensation consultants, legal counsel, and other advisors as required by Section 10C of the Exchange Act;

•administering our equity incentive and executive compensation plans;

•reviewing and making recommendations to our board of directorsBoard regarding the type and amount of compensation to be paid or awarded to our non-employee board members;

•

if and when applicable to the Company, reviewing with management our disclosures under the caption “Compensation•reviewing with management our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC;

if and when applicableAnalysis” in our periodic reports or proxy statements to be filed with the Company, SEC;

•preparing the annual report on executive compensation that the SEC requires in our annual proxy statement;

•overseeing the Company’sour human capital management, including executive performance, talent development, and diversity, equity and inclusion policies;policies and

practices;

•overseeing our obligations and related matters in connection with our status as a public benefit corporation; and

•reviewing and evaluating on an annual basis the performance of the LDEIC committee and its charter and recommending such changes as deemed necessary with our board of directors.

Board.

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Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of L. John Doerr,Theodore R. Mitchell (Chair), Carmen Chang, and Theodore R. Mitchell. L. John Doerr serves as the chair of our nominating and corporate governance committee.Christopher D. McCarthy. Our nominating and corporate governance committee held threefour meetings in 2021.

2023.

Our board of directorsBoard has determined that each of the membersmember of our nominating and corporate governance committee satisfies the independence requirements of the NYSE.

The functions of the nominating and corporate governance committee include, among other things:

things:

•identifying, reviewing, and making recommendations of candidates to serve on our board of directors;

Board;

•evaluating the performance of our board of directors,Board, committees of our board of directors,Board, and individual directors and determining whether continued service on our boardBoard is appropriate;

•evaluating nominations by stockholders of candidates for election to our board of directors;

Board;

•evaluating the current size, composition, and organization of our board of directorsBoard and its committees and making recommendations to our board of directorsBoard for approvals;

•developing a set of corporate governance policies and principles and recommending to our board of directorsBoard any changes to such policies and principles;

•reviewing and making recommendations to our board of directorsBoard regarding the stock ownership guidelines applicable to our non-employee board members and officers;

•reviewing issues and developments related to corporate governance and identifying and bringing to the attention of our board of directors’Board the current and emerging corporate governance trends;

•developing and reviewing periodically with the Chairman of the board of directorsBoard (“Board Chair”) and the Chief Executive Officer (“CEO”) the succession plan relating to the Chief Executive OfficerCEO and make recommendations to the board of directorsBoard with respect to such plan; and

•reviewing periodically the nominating and corporate governance committee charter, structure, and membership requirements and recommending any proposed changes to our board of directors,Board, including undertaking an annual review of its own performance.

Compensation and LDEIC Committee Interlocks and Insider Participation

The members of our LDEIC committee during 20212023 were Carmen Chang, Amanda M. Clark, Susan W. Muigai, and Scott D. Sandell, Carmen Chang, and Amanda M. Clark, none of whom have ever been an executive officer or employee of ours. None of our executive officers currently serve, or have served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directorsBoard or LDEIC committee.

Board Leadership Structure

We have chosen to separate the roles of chairman of the board of directorsBoard Chair and Chief Executive Officer.CEO. Our board of directorsBoard believes that separating these roles is the most appropriate structure for Coursera. Our board of directorsBoard believes that a separate chairmanBoard Chair enables the board of directorsBoard to more effectively and objectively monitor the performance of Coursera, the Chief Executive OfficerCEO, and our executive officers. By separating these roles, our board of directorsBoard believes that Mr. Maggioncalda (our CEO) can devote his attention to executing our strategy while Mr.Dr. Ng (our Board Chair) can take responsibility for leading the board of directors.

Board.

In his role as chairman, Mr.Board Chair, Dr. Ng undertakes several responsibilities with respect to the operations and functioning of our board of directors.Board. Among these responsibilities are the following: presides at meetings of our board of directors;Board; presides over the executive sessions of the non-employee directors; helps facilitate communication between senior management and the independent directors; works with
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committee chairs to oversee coordinated coverage of board responsibilities; and undertakes such other responsibilities as our board of directorsBoard may assign to him from time to time. Mr.Dr. Ng has served as the chairman of the board of directorsBoard Chair since April 2021.

our inception.

If our chairman of the board of directorsBoard Chair is not an independent director, our board of directorsBoard may appoint an independent director to serve as lead independent director in accordance with our Corporate Governance Guidelines. Our board of directorsBoard has appointed Scott D. Sandell to serve as our lead independent director. As lead independent director, Mr. Sandell’s primary responsibilities include, among other things, presiding over all meetings at which the chairmanBoard Chair is not present and serving as a liaison between the chairmanBoard Chair and the independent directors.

Role in Risk Oversight

One of the key functions of our board of directorsBoard is informed oversight of our risk management process. Our risk governance framework is designed to ensure the board is informed of directorsthe critical risks in our business and strategy and that our risk management processes are functioning effectively, to facilitate open communication between management and the board and to foster a culture of integrity and risk awareness.
Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our board of directorsBoard as a whole, as well as through various standing committees of our board of directorsBoard that address risks inherent in their respective areas of oversight. This approach allows the board to draw upon the experience and judgment of all directors in overseeing and managing the risks we face over the short, medium, and long term. In particular, our board of directorsBoard is responsible for monitoring and assessing strategic risk exposure, and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also oversees our cybersecurity program (including our technology and information security policies and practices) and the internal controls regarding cybersecurity and information security and monitors our compliance with legal and regulatory requirements.

Our LDEIC committee assesses and monitors whether our compensation plans, policies, and programs comply with applicable legal and regulatory requirements. The nominating and corporate governance committee also periodically evaluates our risk management process in light of the nature of the material risks we face and the adequacy of our governance policies and procedures designed to address risk.

Selected Areas of Oversight
People, Talent, and Culture
As a business centered on transforming the lives of our global community of learners through learning, we are committed to empowering our employees to learn and grow at work. Our LDEIC committee oversees our human capital, talent development, and diversity, equity, and inclusion strategy and policies. The committee reviews and reports back to the Board on a broad range of human capital management topics, including talent management; employee development and training; retention; workplace culture and inclusion; employee engagement; employee education and training; pay equity; and employee health, safety, and well-being.
Cybersecurity and Data Privacy
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats. To this end, we maintain an information security program designed to protect our information, intellectual property, and systems, including the data we host and maintain for our learners, customers, and partners in accordance with industry standards and best practices. Our Board is responsible for monitoring and assessing strategic risk exposure, and our audit committee has been designated with the responsibility of overseeing our technology and information security, including cybersecurity, policies and practices, and the internal controls regarding information security. Our Senior Vice President of Engineering provides quarterly updates to the audit committee on these topics, as well as cybersecurity risk exposure and steps taken to monitor and mitigate such exposure. The Board receives
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reports from management on our information security and cybersecurity matters on an annual basis. In addition, our incident response process provides that our audit committee is notified in the event of a material cybersecurity incident.
Environment
We continue to monitor, track, and analyze our greenhouse gas emissions (“GHG”) in order to validate our assumptions about the environmental benefits of our remote-first work model and give us the data to make more informed decisions over time. Our remote-first approach has allowed us to minimize our facility footprint, daily commutes, and travel. Our board is committed to identifying strategies to ensure our business will continue to limit its environmental footprint. Our audit committee oversees our sustainability-related initiatives, which include promoting environmental literacy and expanding our offerings of ESG-related content for our community of learners, overseeing our GHG emissions tracking and reporting, and monitoring sustainability initiatives to minimize the environmental footprint of our team members.
Form of Majority Voting for Uncontested Director Elections

Our Bylaws provide that if a majority of the votes cast for a director are marked “against” or “withheld” in an uncontested election, the director must promptly tender his or heran irrevocable resignation for our board of directors’Board’s or the nominating and corporate governance committee’s consideration. In addition, our Corporate Governance Guidelines provide that the board of directorsBoard shall nominate or elect as a director only persons who agree to tender, promptly following his or her election or re-election to the board, an irrevocable resignation that will be effective upon (i) the failure of the candidate to receive the required vote for re-election at the next applicable annual meeting, at which he or she faces re-election and (ii) the acceptance by the board of such resignation.

Corporate Governance Documents
Corporate Governance Guidelines

Our board of directorsBoard has adopted written Corporate Governance Guidelines to ensure that the board of directorsBoard will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the boardBoard intends to follow with respect to boardBoard composition and selection, boardBoard meetings and involvement of senior management, Chief Executive OfficerCEO performance evaluations and succession planning, and boardBoard committees and compensation. The nominating and corporate governance committee assists our board of directorsBoard in implementing and adhering to the Corporate Governance Guidelines, including by approving any director’s simultaneous service on more than four public company boards. The Corporate Governance Guidelines are reviewed at least annually by the nominating and corporate governance committee and changes are recommended to our boardBoard as warranted. Our Corporate Governance Guidelines are posted on the investor relations section of directors as warranted.

our website at https://investor.coursera.com/ under the heading “Governance — Governance Documents.”

Codes of Business Conduct and Ethics

We believe that our corporate governance initiatives comply with the Sarbanes-Oxley Act and the rules and regulations of the SEC adopted thereunder. In addition, we believe our corporate governance initiatives comply with the rules of the NYSE.

Our board of directors will continue to evaluate our corporate governance principles and policies.

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to each of our directors, officers, and employees. The code addresses various topics, including:

•compliance with laws, rules, and regulations;

•confidentiality;

•conflicts of interest;

•corporate opportunities;

•competition and fair dealing;

•payments or gifts from others;

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•health and safety;

•insider trading;

•protection and proper use of company assets; and

•record keeping.

Our board of directorsBoard has also adopted a Code of Ethics for Senior Financial Officers applicable to our Chief Executive Officer,CEO, Chief Financial Officer, Chief Accounting Officer, and the Controller as well as other key management employees addressing ethical issues.
The Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers are each posted on our website at https://investor.coursera.com.investor.coursera.com under the heading “Governance — Governance Documents.” The Code of Business Conduct and Ethics and the Code of Ethics for Senior Financial Officers can only be amended by the approval of a majority of our board of directors.Board. Any waiver to the Code of Business Conduct and Ethics for an executive officer or director or any waiver of the Code of Ethics for Senior Financial Officers may only be granted by our board of directorsBoard or our nominating and corporate governance committee and must be timely disclosed as required by applicable law. We have implemented whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to our audit committee.

To date, there have been no waivers under our Code of Business Conduct and Ethics or Code of Ethics for Senior Financial Officers. We intend to disclose future amendments to certain provisions of these codes or waivers of such codes granted to executive officers and directors on our website at www.coursera.comhttps://investor.coursera.com within four business days following the date of such amendment or waiver.

Corporate Governance Documents

Our Corporate Governance

Stock Ownership Guidelines Code
In March 2024, we adopted stock ownership guidelines that apply to our non-employee directors and certain executives, including our named executive officers (“NEOs” and collectively, the “covered persons”) designed to align their interests with the long-term interests of Business Conduct and Ethics, Codeour stockholders. Within five years from becoming subject to the stock ownership guidelines, covered persons are required to own shares of Ethicsour common stock with a value at least equal to the required level of stock ownership set forth below:
PositionMinimum Required Level of Stock Ownership
CEOFive times annual base salary
Other Covered ExecutiveOne time annual base salary
Non-employee directorThree times annual cash base retainer for Board service
Shares that are credited toward compliance with our stock ownership guidelines include the following:
•Shares owned directly or beneficially by the covered person or his or her immediate family members residing in the same household;
•Shares held in a trust or in a 401(k) account for Senior Financial Officers, charters for eachthe benefit of the audit, LDEIC,covered person or his or her immediate family members residing in the same household; and nominating
•Shares owned by a partnership, limited liability company, or other entity to the extent of the covered person’s interest therein (or the interest therein of his or her immediate family members residing in the same household) but only if the individual has or shares the power to vote or dispose of the shares.
Unexercised stock options, unvested restricted stock awards, and corporate governance committeesunvested restricted stock units (“RSUs”) do not count toward compliance with the guidelines.
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If, by the applicable deadline, the covered person has not met the minimum ownership level specified above, then such covered person must retain at least 50% of the net shares of our common stock received by such person upon the vesting, settlement, or exercise of equity awards issued to such person until he or she complies with the stock ownership guidelines.
Our non-employee directors, CEO, and other corporate governance documents,covered persons (including our NEOs) are posted oncurrently expected to be in compliance with the investor relations section of our website at https://investor.coursera.com/ under the heading “Governance — Governance Documents.” In addition, stockholders may obtain a printed copy of these documents by writing to Secretary, Coursera, Inc., 381 E. Evelyn Ave. Mountain View, California 94041.

stock ownership guidelines when they become effective for such persons.

Anti-Hedging Policy

Under our insider trading policy, our directors, officers, employees, consultants, and contractors are prohibited from engaging in short sales, of our securities, purchases of our securities on margin,derivatives trading, hedging, or monetizationpledging transactions through the use of financial instruments, and options and derivatives trading on any of the stock exchanges or futures exchanges,involving Coursera’s securities without prior written pre-clearancepreclearance from our General Counsel.

Counsel or his or her designee (in the absence of a General Counsel, our Chief Financial Officer). Specifically, the policy prohibits: short sales; options; puts, calls, and other derivatives trades; hedging and monetization transactions; and pledging Coursera’s securities as collateral (unless the pledgee has sufficient financial capacity). To avoid potential conflicts, our policy also limits directors and officers from arranging personal loans against Coursera’s stock options or shares.

Our Director Nomination Process

Our board of directorsBoard nominates directors whose term is scheduled to expire at the next annual meeting of stockholders and elects new directors to fill vacancies when they arise. Our nominating and corporate governance committee has the responsibility to identify, evaluate, recruit, and recommend qualified candidates to the board for nomination or election.

Our board of directorsBoard strives to find directors who are experienced and dedicated individuals with diverse backgrounds, perspectives, and skills. Our governance guidelines contain membership criteria that call for candidates to be selected for their character, judgment, leadership, business acumen, diversity of backgrounds, perspectives, skills, age, gender, ethnicity, and professional experience, the ability of a candidate to devote sufficient time and attention to theCoursera’ affairs, of the Company, knowledge of or experience in the industry in which the CompanyCoursera operates, in, and the extent to which a particular candidate would fill a present or anticipated need on the board of directors.Board. In addition, we expect each director to be committed to enhancing stockholder value and to have sufficient time to effectively carry out his or hertheir duties as a director. Our nominating and corporate governance committee also seeks to ensure that a majority of our directors are independent under the rules of the NYSE and that one or more of our directors is an “audit committee financial expert” under the rules of the SEC.

The nominating and corporate governance committee believes it appropriate for our Chief Executive Officer to participate as a member of our board of directors.

Prior to our annual meeting of stockholders, our nominating and corporate governance committee identifies director nominees first by evaluating the current directors whose terms will expire at the annual meeting and who are willing to continue in service. The candidates are evaluated based on the criteria described above, and the candidate’s prior service as a director. If a director no longer wishes to continue in service, if the nominating and corporate governance committee decides not to re-nominate a director, or if a vacancy is created on the board of directorsBoard because of a resignation or an increase in the size of the boardBoard or other event, then the committee will consider whether to replace the director or to decrease the size of the board.Board. If the decision is to replace a director, the nominating and corporate governance committee will consider various candidates for boardBoard membership, including those suggested by committee members, by other boardBoard members, a director search firm engaged by the committee, or our stockholders. Prospective nominees are evaluated by the nominating and corporate governance committee based on the same membership criteria described above and set forth in our corporate governance guidelines.

guidelines, regardless of the source of the nomination.

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Board Effectiveness, Board Annual Self-Assessments, and Board Education
Our Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and board effectiveness. On an annual basis, our Board and each of its committees conduct self-assessments to evaluate performance and to identify opportunities for improvement. The self-assessments are led by the nominating and corporate governance committee, and the results of the evaluation are shared with the Board along with recommendations to enhance the effectiveness of the Board and its committees. As the first step in the self-assessment process, directors respond to comprehensive questions, which ask them to consider various topics related to Board and committee composition, structure, effectiveness, and responsibilities, as well as satisfaction with the schedule, agendas, materials, and discussion topics. The Board then reviews the responses from the assessments and any recommendations made. The results of the assessments are then discussed by our Board and the respective committees in executive session, with a view toward taking action to address any issues presented. Results requiring additional consideration are addressed at subsequent Board and committee meetings, where appropriate. In addition, all members of our Board have the opportunity and are encouraged to attend director education programs to assist them in remaining current with best practices and developments in corporate governance.
Stockholder Recommendations for Nominations to Ourour Board

The nominating and corporate governance committee will consider candidates recommended by stockholders. A stockholder who wishes to suggest a prospective nominee for our board of directorsBoard should notify theCoursera’s Secretary of the Company or any member of the nominating and corporate governance committee in writing with any supporting material the stockholder considers appropriate. Our Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the board of directorsBoard at an annual meeting of stockholders. To be timely, our Bylaws provide that the stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the corporation not more than 120 days nor less than 90 days in advance of the anniversary of the date of the corporation’s proxy statement provided in connection with the previous year’s annual meeting of stockholders. However, in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is more than 30 days before or after the anniversary date of the previous year’s annual meeting, notice by the stockholder must be received by the Secretary of the corporation not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Information required by our Bylaws to be in the notice include the name and contact information for the candidate and the person making the nomination and other information about the nominee that must be disclosed in proxy solicitations pursuant to our Bylaws and under Section 14 of the Exchange Act and the related rules and regulations under that Section.

Stockholder Engagement; How to Communicate with our Board

We proactively engage with stockholders and other stakeholders throughout the year to learn their perspectives on significant issues. This engagement helps us better understand stockholder priorities and perspectives and help foster ongoing constructive dialogue with our community of stockholders. The Board and our management teams carefully consider the feedback from these meetings, as well as stockholder support and feedback at our annual meetings, when reviewing our business practices, corporate governance framework, and executive compensation program. Following our 2023 annual meeting of stockholders, we engaged with investors owning almost 50% of our outstanding shares at that time to better understand their perspectives on our operations and strategy and our policies and approaches to governance, compensation, human capital, and sustainability. For more information on our stockholder engagement and actions we have taken as a result of stockholder feedback, see the “Compensation Discussion & Analysis—Stockholder Engagement and our Say-on-Pay Vote” section of this Proxy Statement below.
Our board of directorsBoard welcomes questions or comments about the CompanyCoursera and our operations. If stockholders or interested parties wish to communicate with our board of directors,Board, including our independent directors, they may send their communication in writing to: Secretary, Coursera, Inc., 381 E. Evelyn Ave.Avenue, Mountain View, California 94041. You must include your name and address in the written communication and indicate whether you are a stockholder. The Secretary will review any communication received from a
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stockholder or interested party, and all materialrelevant, appropriate, and substantive communications will be forwarded to the appropriate director or directors or committee of our board of directorsBoard based on the subject matter.

2021 Director Compensation

The following table shows certain information with respect to the compensation of our non-employee directors during the fiscal year ended December 31, 2021, pursuant to the non-employee director compensation policy described below. None of our other directors received any cash compensation for their service on our Board or committees of our Board in 2021.

Name

  Fees earned or paid in
cash ($)		   Stock awards ($)
(1)(2)		   Total ($) 

Carmen Chang

   8,804    850,445    859,249 

Amanda M. Clark

   34,500    235,227    269,727 

L. John Doerr

   28,500    235,227    263,727 

Theodore R. Mitchell

   33,000    235,227    286,227 

Andrew Y. Ng

   37,500    235,227    272,727 

Scott D. Sandell

   31,500    235,227    266,727 

Sabrina L. Simmons

   37,500    235,227    272,727 

(1)

The amount shown in this column does not reflect the dollar amount actually received by the director, instead it represents the aggregate fair value of the stock awards computed as of the grant date of each award in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 718, Compensation—Stock Compensation (“ASC 718”). Assumptions used in the calculations of these amounts are included in Note 8 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 3, 2022.

(2)

The following table sets forth the aggregate number of shares of common stock underlying option awards and restricted stock units (“RSUs”) outstanding at December 31, 2021:

Name

Number of
shares

Carmen Chang

22,985

Amanda M. Clark

44,195

L. John Doerr

6,695

Theodore R. Mitchell

156,695

Andrew Y. Ng

1,226,695

Scott D. Sandell

6,695

Sabrina L. Simmons

156,695

Standard Compensation Arrangements

Employee directors do not receive any compensation for service as a member of our board of directors. We reimburse our non-employee directors for their reasonable out-of-pocket costs

Certain Relationships and travel expenses in connection with their attendance at board and committee meetings. We have also, from time to time, granted stock options or RSUs to our non-employee directors as compensation under our equity incentive plans.

We have adopted a non-employee director compensation policy that includes the following cash compensation for non-employee directors, which is based on a review of director compensation at comparable companies in our industry, consisting of a $30,000 annual retainer, an additional $20,000 annual retainer for the non-executive chair, and the following additional annual retainers for committee service:

Committee

 Chair  Member 

Leadership, Diversity, Equity, Inclusion and Compensation Committee

 $12,000  $6,000 

Nominating and Corporate Governance Committee

  8,000   4,000 

Audit Committee

  20,000   10,000 

The non-employee director compensation policy also provides for the annual grant of RSUs under the Coursera, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) following the conclusion of each regular annual meeting of our stockholders, commencing with the Annual Meeting, to each non-employee director who will continue serving as a member of the board of directors. The annual RSU award will be with respect to a number of shares of common stock having an aggregate fair market value equal to $175,000 calculated on the date of grant. Each annual RSU award will become fully vested, subject to continued service as a director, on the earliest of the twelve (12) month anniversary of the date of grant, the next annual meeting of stockholders following the date of grant, or the consummation of a change in control as defined in the 2021 Plan, subject to the non-employee director’s continued service as a director of the Company through the applicable vesting date. In addition, because the first annual RSU award will not be made until the Annual Meeting, we approved the grant of 6,695 liquidity-contingent RSUs on February 17, 2021, to each of our non-employee directors. These RSU awards will vest on the first date upon which both the service-based requirement and the liquidity event requirement are satisfied with respect to the award. The liquidity event requirement was satisfied upon the closing of our initial public offering on April 5, 2021. The service-based requirement will be satisfied on the earlier of May 15, 2022 or the date of the Annual Meeting, subject to continuous service through the vesting date. If a change in control event occurs during the director’s service, all of the shares subject to the award will immediately vest upon such change in control event.

Effective as of October 12, 2021, Carmen Chang was appointed to serve as a member of the board of directors. In connection with her appointment as a director, Ms. Chang received an RSU award valued at $750,000 (based on our average closing stock price during the month of October), which will vest over a three-year period with one-third (1/3) of the award vesting on August 15, 2022, and the remainder of the award vesting in equal quarterly installments thereafter, subject to acceleration on a change in control event and her continued service as a director of the Company through the applicable vesting dates.

Related Transactions

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following includes a summary of transactions since January 1, 20212023 to which we have been a party, in which the amount involved in the transaction exceeded or will exceed $120,000, and in which any of our directors, executive officers, or beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control, and other arrangements, which are described under “Executive Compensation” or would be described under “Executive Compensation” if the applicable executive officer had been a named executive officer.

an NEO.

Investors’ Rights Agreement Registration Rights Agreement, and Stockholders Agreement

In connection with the issuance and sale of an aggregate of 7,647,058approximately 7.65 million shares of our Series F redeemable convertible preferred stock, onin July 7, 2020, we entered into an (i) Amended and Restated Investors’ Rights Agreement (the “Rights Agreement”), (ii) Amended and Restated Right of First Refusal and Co-Sale Agreement (the “RoFR Agreement”), and (iii) Amended and Restated Voting Agreement (the “Voting Agreement”) with certain holders of our capitalsuch stock, including those that beneficially own more than 5%entities affiliated with New Enterprise Associates, Inc., with which two of our common stock.

directors, Scott D. Sandell and Carmen Chang, are affiliated. The Rights Agreement grants certain holders of our common stock specified registration rights with respect to shares of our common stock, including shares of our common stock issued or issuable upon conversion of the shares of our redeemable convertible preferred stock held by them prior to our initial public offering.

The RoFR Agreement, among other things granted our investors rights of first refusal and co-sale with respect to proposed transfers of our securities by specified stockholders and granted us rights of first refusal (which were primary to the investors’ right of first refusal) with respect to proposed transfers of our securities by specified stockholders. The RoFR Agreement terminated immediately prior to the closing of our initial public offering.

The Voting Agreement provided for the voting of shares with respect to the election of directors and the voting of shares in favor of specified transactions approved by our board of directors and a majority of the shares of common stock then issued or issuable upon conversion of our redeemable convertible preferred stock. The Voting Agreement terminated immediately prior to the closing of our initial public offering.

offering (“IPO”).

Online Course Hosting and Services Agreement with Deeplearning.AI

On

In August 7, 2017, we entered into an Online Course Hosting and Services Agreement (as amended, the “Original Hosting Agreement”) with deeplearning.ai LLC (“DeepLearning LLC”) which is wholly owned by Dr. Ng, Chairman of our board of directors.Board Chair. On October 1, 2020, the Original Hosting Agreement was terminated, and we entered into a new Online Course Hosting and Platform Services Agreement (together with the Original Hosting Agreement, the “Hosting Agreements”) with DeepLearning.AI Corp., which is wholly owned by DeepLearning LLC (“DeepLearning Corp.”, and together with DeepLearning LLC, the “DeepLearning Entities”). DeepLearning Corp. develops artificial intelligence (“AI”) education courses, which are currently distributed through our platform. Pursuant to the Hosting Agreements, DeepLearning Corp. receives 50% of revenue attributable to courses provided by the DeepLearning Entities (subject to customary conditions and deductions) on our platform, except for a certain machine learning specialization courses co-developed and co-branded by the DeepLearning Entities and Stanford, for which we make payments to Stanford equal to 60% of revenue attributable to such courses, which amount is subsequently shared between the DeepLearning Entities and Stanford. We are not party to, or otherwise involved with, this subsequent revenue sharing arrangement. Under the Hosting Agreements, we made payments to the DeepLearning Entities in an amount of approximately $9.9$4.7 million in 2021.

2023.

Consulting Agreement with Andrew Y. Ng

On

In June 1, 2014, we entered into a Consultant and Proprietary Information Nondisclosure Agreement with Dr. Ng for advisory services (the “Consulting Agreement”). Under the terms of the Consulting Agreement, Dr. Ng receives continued vesting under the previously executed Stock Restriction Agreement, reimbursement for reasonable expenses required to complete his duties and responsibilities (subject to approval from our Chief Executive Officer)CEO) and payment of $1.00 per annum.

Indemnification Agreements

We have entered, and intend to continue to enter, into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our amendedAmended and restated certificateRestated Certificate of incorporationIncorporation and our Bylaws. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at our request. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

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Employment Agreements

Arrangements

We have entered into employment agreements and offer letter agreements with certain of our executive officers. See “Executive Compensation—Existing Employment AgreementsArrangements with Our Named Executive Officers” and “—“Executive Compensation—Potential Payments Upon Termination or Change in Control.”

Policies and Procedures for Transactions with Related Persons

Our Board is committed to the highest legal and ethical standards of conduct in fulfilling its responsibilities and recognizes that related party transactions may present a heightened risk of potential or actual conflicts of interest. We have adopted a written Related Person Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration, and oversight of “related person transactions.” For purposes of our policy only, a “related person transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships, including any indebtedness or guarantee of indebtedness) in which we or any of our subsidiaries are participants, in which any “related person” has a material interest.

Transactions involving compensation for services provided to us as an employee, consultant, or director are not considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director, or a holder of more than 5% of any class of our voting securities (including our common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an executive officer with knowledge of the proposed transaction, must present information regarding the proposed related person transaction to our audit committee (or, where review by our audit committee would be inappropriate, to another independent body of our board of directors)Board) for review. To identify related person transactions in advance, we rely on information supplied by our executive officers, directors, and certain significant stockholders. In considering related person transactions, our audit committee takes into account the relevant available facts and circumstances, which may include, but are not limited to:

•the risks, costs, and benefits to us;

•the impact on a director’s independence in the event the related person is a director, immediate family member of a director, or an entity with which a director is affiliated;

•the terms of the transaction;

•the availability of other sources for comparable services or products; and

•the terms available to or from, as the case may be, unrelated third parties.

Our audit committee will approve only those transactions that it determines are fair to us and in our best interests.
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Proposal 1:
Election of Directors
Directors and Director Nominees
Our Board of directors currently consists of nine directors who are divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. The current composition of our Board is as follows:
•Our Class I directors are Carmen Chang, Theodore R. Mitchell, and Scott D. Sandell, and their terms will expire at the 2025 annual meeting of stockholders;
•Our Class II directors are Amanda M. Clark, Christopher D. McCarthy, and Andrew Y. Ng, and their terms will expire at the 2026 annual meeting of stockholders; and
•Our Class III directors are Jeffrey N. Maggioncalda, Susan W. Muigai, and Sabrina L. Simmons, and their terms will expire at the Annual Meeting.
Three Class III directors will be elected at the Annual Meeting to serve until the annual meeting of stockholders to be held in 2027 or until their successors are duly elected and qualified, with the other classes of directors continuing to serve for the remainder of their respective terms. The nominating and corporate governance committee has recommended, and our Board has designated, Jeffrey N. Maggioncalda, Susan W. Muigai, and Sabrina L. Simmons as the nominees for Class III directors to serve until the 2027 annual meeting of stockholders. The Class III director nominees have each indicated to us that they will be able to serve if elected. If a nominee is unable or declines to serve as a director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominees designated by our Board, taking into account any recommendations of the nominating and corporate governance committee, to fill such vacancy.
Class III directors shall be elected by a plurality of the votes cast (meaning that the director nominees who receive the highest number of shares voted “FOR” their election are elected as the Class III directors); provided, that if any nominee for director receives a greater number of votes “WITHHELD” than votes “FOR” such election, our Bylaws require that such person must promptly tender an irrevocable resignation to our Board for the Board’s consideration.
VOTE
The Board of Directors Recommends a Vote “FOR” the Election of All of the Class III Nominees as Directors of Coursera.

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The names of the transactionsClass III director nominees and the other members of our Board and certain biographical information as of March 22, 2024 are set forth below:
Class III Director Nominees
Jeff Maggioncalda - Coursera.jpgJeffrey N. Maggioncalda
Age: 55
Director Since:
June 2017
Jeffrey N. Maggioncalda has served as our President and CEO and as a member of our Board since June 2017. Mr. Maggioncalda previously served as CEO and a director of Financial Engines, Inc. (Nasdaq: FNGN), a provider of financial advisory services, from August 1996 until December 2014, and served as a consultant until June 2015. Mr. Maggioncalda holds an M.B.A. from the Stanford Graduate School of Business and a B.A. in Economics and English from Stanford University. Mr. Maggioncalda has also served as a director of SVB Financial Group since April 2012.
Mr. Maggioncalda’s position as our CEO and prior positions as the CEO and a director of a public company bring industry expertise and extensive leadership experience to our Board.
Susan Muigai - Coursera.jpgSusan W.
Muigai
Age: 54
Director Since:
August 2023
Susan W. Muigai has been a member of our Board since August 2023. Ms. Muigai currently serves as the Executive Vice President and Chief Human Resources Officer at TransUnion, a role she assumed in October 2021. In this capacity, she spearheads TransUnion’s HR strategy and organization transformation initiatives, contributing to the company’s vision and strategy. Before her tenure at TransUnion, Ms. Muigai amassed a wealth of experiences over a 16-year career at Walmart Stores Inc., most notably serving as Senior Vice President, People for Walmart International. Her expansive role supporting 550,000 employees across 25 countries involved advancing strategies for talent acquisition, succession planning, leadership development, and total rewards. Ms. Muigai earned a Bachelor of Law degree from the University of Windsor, Canada, and Masters of Law degrees from the University of London, England, and York University, Canada.
Ms. Muigai’s global experience and customer perspective as a seasoned Chief Human Resources Officer brings strategic insight to our Board and strengthens our ability to serve learners and Enterprise customers worldwide.


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Class III Director Nominees
Sabrina Simmons - Coursera.jpgSabrina L. Simmons
Age: 60
Director Since:
February 2020
Independent
Sabrina L. Simmons has served as a member of our Board since February 2020 and chair of our audit committee since May 2021. Ms. Simmons served as Executive Vice President and Chief Financial Officer of The Gap, Inc. (“The Gap”) (NYSE: GPS), a clothing company, from January 2008 until February 2017. Ms. Simmons held several positions at The Gap, including as Executive Vice President, Corporate Finance from September 2007 to January 2008, Senior Vice President, Corporate Finance and Treasurer from March 2003 to September 2007, and Vice President and Treasurer from September 2001 to March 2003. Prior to joining The Gap, Ms. Simmons served as the Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, a British genetics company, and was Assistant Treasurer at Levi Strauss & Co. (NYSE: LEVI). Ms. Simmons currently serves as a member of the board of directors of Columbia Sportswear Company (Nasdaq: COLM), an outdoor apparel company, where she is a member of the compensation committee and the nominating and corporate governance committee, as a director a Petco Health & Wellness (Nasdaq: WOOF) where she is also the chair of the audit committee and as a director at Moloco, a privately held advertising technology company. Ms. Simmons was previously a director of e.l.f. Beauty, Inc. (NYSE: ELF), an international cosmetics company, where she also chaired the audit committee, and of Williams-Sonoma, Inc. (NYSE: WSM), a consumer retail company, where she chaired the audit and finance committees. Ms. Simmons holds a B.S. in Business Administration from the University of California, Berkeley and an M.B.A. from the University of California, Los Angeles.
Ms. Simmons brings extensive public company leadership and board experience and significant financial expertise to our Board.
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Continuing Directors
Carmen Chang - Coursera.jpgCarmen Chang
Age: 76
Director Since:
October 2021
Independent
Carmen Chang has served as a member of our Board since October 2021. Ms. Chang serves as a Partner and Head of Asia at New Enterprise Associates, Inc. (“NEA”), where she focuses on building NEA’s global organization and portfolio in China and other emerging markets in Asia. Ms. Chang joined NEA in 2012. Ms. Chang currently serves on the board of directors for a number of privately-held companies, including Moqi Inc., an innovative player in biometrics identification, Blue Ocean Technologies Inc., a developer of scalable, high performing AI chips, Cista System Corp., a developer of image sensor systems, Workera Corp., a technology upskilling platform, Transfix, Inc., a B2B freight marketplace, Blue Cheetah Analog Design, Inc., a developer of high-tech generators, Gravel Inc., a construction labor marketplace, Woebot Labs, Inc., an AI based digital mental health company, and Kira Learning, Inc., an AI EdTech company. Ms. Chang previously served on the board of directors of Tuya Inc. (NYSE: TUYA), a one-stop Internet of Things (“IoT”) solutions platform for device manufacturers. Prior to joining NEA, Ms. Chang was a partner at a major Silicon Valley law firm, where she specialized in corporate and securities law and led that firm’s China practice. Ms. Chang holds a master’s degree in modern Chinese history from Stanford University and a juris doctorate degree from Stanford Law School.
Ms. Chang brings significant business, legal, and leadership experience to our Board.
Amanda Clark - Coursera.jpgAmanda M. Clark
Age: 44
Director Since:
November 2020
Independent
Amanda M. Clark has served as a member of our Board since November 2020. In March 2024, Ms. Clark was appointed CEO of WellBiz Brands Inc, a beauty and wellness franchise platform. From February 2020 to March 2024, Ms. Clark served as the Chief Development Officer of Papa John’s International, Inc. (Nasdaq: PZZA), a restaurant franchise. Ms. Clark was previously with Taco Bell Corp., a restaurant company, where she was responsible for design, consumer facing technology, merchandising, customer marketing, new concepts, and company development, and served as Executive Vice President Restaurant Experience from February 2019 to February 2020, Senior Vice President North America Development from May 2017 to February 2019, and the General Manager for Taco Bell Canada from November 2015 to August 2018. Previously, Ms. Clark served in roles of increasing responsibility in Brand Marketing at Taco Bell since 2013. Prior to joining Taco Bell, Ms. Clark worked at Procter and Gamble (NYSE: PG), a multinational consumer goods corporation, in various marketing roles for nearly 12 years on their brands including Olay, Pampers, and Oral-B. Ms. Clark holds a B.A. in Psychology and Theater Studies from Yale University.
Ms. Clark brings significant business, marketing, and leadership experience as well as global operational expertise to our Board.

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Continuing Directors
Chris McCarthy - Coursera.jpgChristopher D. McCarthy
Age: 48
Director Since:
January 2023
Independent
Christopher D. McCarthy has served as a member of our Board since January 2023. Since November 2013, Mr. McCarthy has served as President and CEO of SHOWTIME & MTV Entertainment Studios and Paramount Media Networks, leading global media, streaming, and entertainment companies. As President and CEO of SHOWTIME & MTV Entertainment Studios, Mr. McCarthy oversees some of today’s biggest hits including Yellowstone, Yellowjackets, Emily in Paris, 1883, South Park, Tulsa King, and RuPaul’s Drag Race. Across Paramount Media Networks, Mr. McCarthy oversees a global network of media assets featuring iconic entertainment brands, including SHOWTIME, MTV, Comedy Central, Paramount Network, Smithsonian Channel, and more. Mr. McCarthy has led industry-wide coalitions to tackle mental health and civic engagement driving record youth turnout. He is Executive Sponsor of The BEAT, Paramount’s Black employee affinity group and has served on the board of directors for the Animal Medical Center of New York since 2022 and for Peabody Awards since 2019. Mr. McCarthy holds a B.S. with Honors in Commerce and Engineering from Drexel University and an M.B.A. from The Wharton School of Business at the University of Pennsylvania.
Mr. McCarthy’s operational excellence, leadership experience, and social impact expertise make him a valuable addition to our Board.
Ted-Mitchell - Coursera.jpgTheodore R. Mitchell
Age: 68
Director Since:
May 2020
Independent
Dr. Theodore R. Mitchell has served as a member of our Board since May 2020. Dr. Mitchell assumed the Presidency of the American Council on Education (“ACE”) in September 2017. Prior to that time, he was the Under Secretary of the United States Department of Education from May 2014 until January 2017, responsible for all post-secondary and adult education policy programs as well as the $1.3 trillion Federal Student Aid Portfolio. From January 2017 to September 2017, Dr. Mitchell served as a private consultant, including to ACE. Prior to his federal service, Dr. Mitchell served as the CEO of the NewSchools Venture Fund, a national investor in education technology, from June 2005 to May 2014. Dr. Mitchell also previously served as President of the California State Board of Education, President of Occidental College, and in a variety of leadership roles at University of California, Los Angeles, including Vice Chancellor. Dr. Mitchell was Deputy to the President and to the Provost at Stanford University and began his career as a professor at Dartmouth College where he also served as Chair of the Department of Education. Dr. Mitchell also served as a member of the board of directors of The McClatchy Company (PNK: MNIQQ) from May 2017 to August 2020 and served as a member of the board of directors of Frontline Ltd. (NYSE: FRO) from April 2017 to August 2018. Dr. Mitchell holds a B.A. and Ph.D. in Education from Stanford University.
Dr. Mitchell brings extensive experience as a leader in education, business, and public policy to our Board.
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Continuing Directors
Andrew Ng - Coursera.jpgAndrew Y. Ng
Age: 47
Director Since:
October 2011
Andrew Y. Ng is one of our co-founders and has served as the Board Chair since inception and as a consultant since June 2014. Dr. Ng is a global leader in both education and in AI. Prior to founding Coursera, Dr. Ng was also the founding lead of the Google Brain team. He was also Chief Scientist at Baidu, Inc., a Chinese language search engine, where he led approximately 1,300 people in the company’s AI Group and was responsible for driving the company’s global AI strategy and infrastructure. As an adjunct professor and tenured member of Stanford University’s faculty, Dr. Ng also served as Director of the Stanford AI Lab. Dr. Ng currently serves as CEO of Landing.AI, which helps companies jumpstart AI adoption, and Managing General Partner of AI Fund, which supports entrepreneurs to build AI companies, positions he has held since January 2018. Dr. Ng also leads DeepLearning.AI Corp., which provides AI training, including through our platform, since its founding in June 2017. Dr. Ng holds a B.S. in Math and Computer Science from Carnegie Mellon University, an M.S. in Electrical Engineering and Computer Science from MIT, and a Ph.D. in Computer Science from the University of California, Berkeley.
Dr. Ng’s knowledge of our company as co-founder and his breadth and depth of experience as a pioneer in online education bring invaluable industry and leadership expertise to our Board.
Scott Sandell - Coursera.jpg
Scott D. Sandell
Age: 59
Director Since:
December 2011
Independent
Scott D. Sandell has served as a member of our Board since December 2011. Mr. Sandell has served the Chairman, CEO, and Chief Investment Officer of New Enterprise Associates, Inc. (“NEA”), a venture capital firm, since 2023. Prior to that, Mr. Sandell served as Managing General Partner of NEA since April 2017, Co-Managing General Partner from March 2015 to April 2017, and as a General Partner since September 2000. Mr. Sandell joined NEA in January 1996 and served as head of the firm’s technology investing practice for 10 years. In addition to serving on the board of directors of several privately-held companies, he currently serves as lead independent director of Cloudflare, Inc. (NYSE: NET), an internet security company. Mr. Sandell previously served on the board of directors of Robinhood Markets, Inc. (NASDAQ: HOOD), a financial technology company, Tuya Inc. (NYSE: TUYA), an IoT development platform service provider and Bloom Energy Corporation (NYSE: BE), a clean energy company. Mr. Sandell holds an A.B. in Engineering from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business.
Mr. Sandell brings significant public company director experience and global business, leadership, finance, and venture capital industry expertise to our Board.

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Non-Employee Director Compensation
Our LDEIC committee periodically evaluates the appropriate level and form of compensation for non-employee members of our Board and recommends changes when appropriate. As part of the committee’s evaluation, the committee reviews the information, analysis, and recommendations provided by our independent compensation consultant, Compensia, Inc. (“Compensia”), which includes benchmarking compensation paid to non-employee directors to companies in our compensation peer group, The compensation arrangements described abovebelow applied to all of our non-employee directors for 2023, and there were entered intono changes to such compensation from the prior fiscal year.
Under our non-employee director compensation policy, our non-employee directors were entitled to receive cash compensation in 2023 that consisted of a $35,000 annual retainer, an additional $15,000 annual retainer for the non-executive chair, and the following additional annual retainers for committee service:
Committee
Chair
($)
Member
($)
Audit Committee20,000 10,000 
Leadership, Diversity, Equity, Inclusion, and Compensation Committee15,0007,300
Nominating and Corporate Governance Committee8,0004,000
The non-employee director compensation policy also provides for the annual grant of RSUs under the Coursera, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) following the conclusion of each regular annual meeting of our stockholders to each non-employee director who will continue serving as a member of the Board. The annual RSU award will be with respect to a number of shares of common stock having an aggregate fair value equal to $185,000, based on the average closing price of a share of our common stock during the 30 calendar days prior to the adoptiongrant date. Each annual RSU award will become fully vested on the earliest of suchthe 12 month anniversary of the grant date, the next annual meeting of stockholders following the grant date, or the consummation of a change in control as defined in the 2021 Plan, subject to the non-employee director’s continued service as a director of Coursera through the applicable vesting date.
In addition, a non-employee director is granted an initial RSU award upon appointment to our Board. In connection with Mr. McCarthy’s appointment as a director in January 2023 and Ms. Muigai’s appointment as a director in August 2023, they were each granted an initial RSU award with an aggregate fair value equal to $400,000, based on the average closing price of a share of our common stock during the 30 calendar days prior to the grant date. The initial RSU awards vest over three years, with 33% of the RSUs vesting after one year, and the remaining RSUs vesting in quarterly installments over the next eight quarters, subject to the director’s continued service through the applicable vesting dates.
We also reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses incurred in connection with their attendance at Board and committee meetings.
Employee directors do not receive any compensation for service as a Board member.
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2023 Director Compensation
The following table shows certain information with respect to the compensation of our non-employee directors during the year ended December 31, 2023, pursuant to the non-employee director compensation policy described above. Our employee directors do not receive any cash compensation for their service on our Board or Board committees.
NameFees earned or paid in cash
($)
Stock awards
($)(1)(2)
Total
($)
Carmen Chang54,000 202,972 256,972 
Amanda M. Clark52,300 202,972 255,272 
Christopher D. McCarthy38,675 670,722 709,397 
Theodore R. Mitchell53,000 202,972 255,972 
Susan W. Muigai12,935 431,794 444,729 
Andrew Y. Ng50,000202,972 252,972 
Scott D. Sandell42,300 202,972 245,272 
Sabrina L. Simmons55,000 202,972 257,972 
1.The amount shown in this column reflects the aggregate fair value of the initial RSU awards granted to Mr. McCarthy and Ms. Muigai in connection with their appointments to our Board in January 2023 and August 2023, respectively, and the annual RSU awards granted to all non-employee directors who were serving on the Board in May 2023 pursuant to our non-employee director compensation policy.

The amount shown in this column does not reflect the dollar amount actually received by the director, instead it represents the aggregate fair value of the stock awards computed as of the grant date of each award in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). For information on the assumptions used in the calculations of these amounts, refer to Note 12 of our audited consolidated financial statements contained in our Annual Report.

EXECUTIVE OFFICERS

2.The following table sets forth the aggregate number of shares of common stock underlying stock option awards and RSUs held by each non-employee director as of December 31, 2023:

NameNumber of shares
(#)
Carmen Chang21,932 
Amanda M. Clark28,686 
Christopher D. McCarthy45,512 
Theodore R. Mitchell166,186 
Susan W. Muigai24,830 
Andrew Y. Ng516,186 
Scott D. Sandell16,186 
Sabrina L. Simmons166,186 

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Executive Officers

The names of our executive officers and other corporate officers and their ages as of April 1, 2022,March 28, 2024, are as follows:

NameAgePosition

Name

Age

Position

Jeffrey N. Maggioncalda5553President, Chief Executive Officer, and Director
Kenneth R. Hahn5557Senior Vice President, Chief Financial Officer, and Treasurer
Anne T. CappelLeah F. Belsky4360Senior Vice President and Chief Revenue Officer
Alan B. Cardenas48Senior Vice President, General Counsel, and Secretary
Leah F. BelskyShravan K. Goli5341Senior Vice President and Chief EnterpriseOperating Officer
Kimberly A. Caldbeck38Senior Vice President and Chief Marketing Officer
Shravan K. Goli51Senior Vice President, Chief Product Officer and Head of Consumer Revenue
Richard J. Jacquet, Jr.5654Senior Vice President and Chief People Officer
Betty M. Vandenbosch65Senior Vice President and Chief Content Officer
Xueyan Wang41Senior Vice President, Services
Chun Yu (“Richard”) Wong44Senior Vice President, Engineering
Michele M. MeyersMeyers*4442Vice President, Accounting and Chief Accounting Officer

*Ms. Meyers is an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, but not an executive officer.

Certain biographical information of our executive officers areis set forth below (except Mr. Maggioncalda’s information, which is set forth above under “Proposal 1 Election of Directors—Other Directors”):

Kenneth R. Hahnhas served as our Senior Vice President, Chief Financial Officer, and Treasurer since May 2020. Prior to joining Coursera, Mr. Hahn was the Chief Financial Officer of CollectiveHealth, Inc., a private healthcare SaaS company, from March 2017 until May 2020. From October 2014 until March 2017, Mr. Hahn was the Chief Financial Officer of Icontrol Networks, Inc. (acquired by Comcast Corporation), a private security SaaS company. Mr. Hahn also previously served as Chief Financial Officer at QuinStreet, Inc. (Nasdaq: QNST), Borland Software Corporation (Nasdaq: BORL), and Extensity, Inc. (Nasdaq: EXTN). Mr. Hahn holds a B.A. in Business Administrationsumma cum laudefrom California State University, Fullerton and an M.B.A. from Stanford Graduate School of Business, where he was named an Arjay Miller Scholar.

Anne T. Cappel has served as our Senior Vice President, General Counsel and Secretary since October 2017. Prior to joining Coursera, Ms. Cappel served in multiple roles for Financial Engines, Inc. from November 2003 to April 2016, including as Executive Vice President, General Counsel and Secretary. She also served as Vice President and Assistant General Counsel at Loomis Sayles & Company, L.P., a federally registered investment advisor, from April 2000 to October 2003. Ms. Cappel holds a J.D. from Boston University School of Law and a B.A. in Economics from Yale University.

Leah F. Belskyhas served as our Senior Vice President and Chief EnterpriseRevenue Officer since December 2019.October 2022. Prior to becoming our Chief EnterpriseRevenue Officer, Ms. Belsky served in various other roles at Coursera, including as Senior Vice President and Chief Enterprise Officer from December 2019 until October 2022, Senior Vice President of Enterprise from March 2018 until December 2019, Vice President of Global Sales & Business Development from November 2016 until March 2018, and as Vice President of Partnerships from October 2015 until November 2016. Prior to joining Coursera, from October 2011 until October 2015, Ms. Belsky was Senior Vice President at Kaltura, Inc., a video technology company, where she oversaw enterprise growth, operations, services, and international expansion during her tenure. Ms. Belsky holds a B.A. in Political Science and Human Biology from Brown University and a J.D. from Yale Law School.

Kimberly A. Caldbeck

Alan B. Cardenas has served as our Senior Vice President, General Counsel, and Secretary since May 2023 and served as our Vice President, Deputy General Counsel, and Assistant Corporate Secretary from September 2021 to May 2023. Prior to joining Coursera, Mr. Cardenas served as Head of U.S. Corporate Legal for Siemens Energy, an energy technology company and spin-off from Siemens, from January 2020 to September 2021. Prior to Siemens Energy, Mr. Cardenas served in multiple roles for Siemens, a global manufacturing and technology conglomerate, from September 2008 to December 2019, including Lead Counsel - Central Functions, Lead Lawyer - Global Business Services from April 2019 - December 2019 and Lead Counsel - Central Functions from June 2012 to March 2019. During his time at Siemens, Mr. Cardenas also served as General Counsel and Secretary of the Siemens Foundation from August 2010 to February 2020. Mr. Cardenas started his career with Debevoise & Plimpton LLP. Mr. Cardenas holds a J.D. from Rutgers University School of Law and a B.A. in History and Political Science from Rutgers University.
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Shravan K. Goli has served as our Senior Vice President and Chief MarketingOperating Officer since June 2018 and previouslyOctober 2022. Prior to becoming our Chief Operating Officer, Mr. Goli served as Director of Brand and Product Marketing from April 2015 until May 2018. Prior to joining Coursera, Ms. Caldbeck spent five years at Facebook, Inc., a social networking company, from 2010 to April 2015, launching many of Facebook’s first consumer marketing campaigns. Ms. Caldbeck holds a B.A. in Sociology and Psychology from Harvard University and an M.B.A. from the Stanford Graduate School of Business.

Shravan K. Goli has served as our Senior Vice President and Chief Product Officer and Head of Consumer Revenue sincefrom April 2018.2018 until October 2022. Prior to joining Coursera, Mr. Goli worked at DHI Group, Inc. where he served as President of Dice.com (predecessor of DHI Group, Inc.), an online job searching platform, from FebruaryMarch 2013 until June 2017. Before that, Mr. Goli served as President and Chief Executive OfficerCEO of Dictionary.com, LLC, an online dictionary, from 2009 until 2013. Previously, Mr. Goli was the General Manager for Social Media Business at Slide, Inc., a software company, and also served as the General Manager for Yahoo! Video and the Head of Products for Yahoo! Finance at Yahoo! Inc., a web services company. Mr. Goli holds a Bachelor of Engineering in Computer Science from Osmania University, an M.S. in Computer Science from the University of Maryland, and an M.B.A. from the University of Washington. Mr. Goli has also served as a director of NetGear, Inc. since August 2021 and as a member of theits Nominating and Corporate Governance and Software and Subscription Committees.

Richard J. Jacquet, Jr. has served as our Senior Vice President and Chief People Officer since January 2019. Prior to joining Coursera, Mr. Jacquet was the Chief People Officer of Gigamon Inc., a networking and security SaaS company, from May 2013 until January 2019. From March 2007 to May 2013, Mr. Jacquet held various otherVP-level human resources positions at Yahoo! Inc. Mr. Jacquet holds a B.S. in Business from California State University, Chico and an M.B.A. from Notre Dame de Namur University.

Betty M. Vandenbosch has served as our Senior Vice President and Chief Content Officer since April 2020. Prior to joining Coursera, Dr. Vandenbosch was the Chancellor of Purdue University Global from March 2018 to April 2020. From October 2015 until March 2018, Dr. Vandenbosch was President of Kaplan University. Dr. Vandenbosch holds a Ph.D. in Management Information Systems, and an M.B.A. and a B.S. in Computer Science from Western University in Ontario, Canada.

Xueyan Wang has served as our Senior Vice President, Services since April 2018 and previously served as Director of Content and Product Services from August 2014 until April 2018. Prior to joining Coursera, Ms. Wang spent nine years at Alphabet Inc., the parent company of Google LLC, a technology company, leading various services and operations functions in the United States and China across advertising, commerce, and consumer products. Ms. Wang holds a B.A. in English from Beijing Foreign Studies University and an M.A. in Journalism and Mass Communication from the University of Georgia.

Chun Yu (“Richard”) Wong has served as our Senior Vice President, Engineering since June 2019 and prior to this, was our Vice President of Engineering from March 2017 to June 2019, our Director of Engineering from September 2015 to March 2017, and an Engineering Manager from January 2015 to September 2015. Prior to joining Coursera, Mr. Wong served in various engineering leadership roles at LinkedIn Corporation, a social network company, from March 2011 to January 2015, and Microsoft Corporation, a computer software company, from September 2000 to March 2011. Mr. Wong holds a B. Eng. in Information Engineering from the Chinese University of Hong Kong and an M.S. in Electrical Engineering from Stanford University.

Michele M. Meyers has served as our Vice President, Accounting and Chief Accounting Officer since March 2022. Prior to joining Coursera, Ms. Meyers spent seven years at Black Knight, Inc. (NYSE: BKI) (“BKI”), a market-leading provider of software solutions, data, and analytics to the mortgage and real estate industries, serving for three years as their Chief Accounting Officer and Treasurer and for four years as their Vice

President, Finance and Controller. From July 2012 to January 2015, Ms. Meyers served as Vice President and Corporate Controller of Altisource Portfolio Solutions S.A. (NASDAQ:(Nasdaq: ASPS), an integrated service provider and marketplace for the real estate and mortgage industries. Ms. Meyers began her career with Deloitte & Touche LLP, where she held various titles of increasing responsibility, last serving in the role of Audit Senior Manager. Ms. Meyers earned a bachelor’s degree in accountingAccounting from the University of West Florida and is a certified public accountant.

EXECUTIVE COMPENSATION

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Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis is intended to assist our stockholders in understanding our executive compensation program by providing an overview of our executive compensation-related policies, practices, and decisions for the year ended December 31, 2023. It also explains how we determined the material elements of compensation for our principal executive officer, our principal financial officer, and the three executive officers (other than our principal executive officer and principal financial officer) who were our most highly-compensated executive officers for the year ended December 31, 2023, and who we refer to as our “named executive officers” or “NEOs.”
2023 Named Executive Officers
For 2023, our NEOs were:
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Jeffrey N. Maggioncalda
President, Chief Executive Officer, and Director
(Our CEO)
Kenneth R.
Hahn
Senior Vice President,
Chief Financial Officer,
and Treasurer
(Our CFO)
Leah F.
Belsky
Senior Vice President
and Chief Revenue
Officer
Alan
Cardenas
Senior Vice President, General Counsel, and Secretary
Shravan K.
Goli
Senior Vice President
and Chief Operating
Officer
Specifically, this Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation element that we provide to our executive officers. In addition, it explains how and why the LDEIC committee arrived at the specific compensation decisions for our executive officers, which include our NEOs, in 2023. This Compensation Discussion and Analysis is intended to be read in conjunction with the “Executive Compensation Tables” section of this proxy statement below, which provides further historical compensation information.
Executive Summary
Our executive compensation program is designed to attract, retain, and motivate the key leaders who drive our strategic and financial performance. Our program structure and compensation decisions serve to meet these talent management objectives and align the compensation of our executive officers with our performance and long-term value creation for our stockholders.
2023 Business Highlights
In 2023, we delivered strong results, executing amidst a challenging external environment that remained dynamic. During 2023, we delivered the following financial and strategic results:
•Delivered year-over-year revenue growth of 21%, reflecting the demand we continue to see from individuals and institutions seeking the latest digital skills and branded credentials for today’s fast-changing economy and technology landscape.
•Achieved our growth with increased leverage, including our first positive Adjusted EBITDA quarter, delivering on our commitment to build a platform and business model that scales.
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•Added approximately 24 million new registered learners, growing our global learner base to approximately 142 million.
•Broadened our Enterprise customer base with more than 200 new Paid Enterprise Customers, including businesses, governments, and campuses.
•Announced approximately 20 new entry-level Professional Certificates from partners, including Amazon Web Services (AWS), Google, IBM, and Microsoft.
•Announced nearly 20 new degree programs from U.S. and international universities, emphasizing growing pathways between our open content and college degrees to drive accessibility, affordability, and job-relevance.
•Expanded the number of courses and credentials with American Council on Education credit recommendations, while securing our first regional recommendations with the European Credit Transfer and Accumulation System.
•Accelerated our AI-powered translation initiative, allowing learners speaking up to 18 popular languages like Arabic, French, German, Spanish, Thai and more to access over 4,000 courses, Specializations, and Professional Certificates in their local language.
•Introduced Coach, our virtual learning assistant powered by generative AI and grounded in our expert content, with encouraging initial feedback and engagement from learners in our beta program.
Please refer to our Annual Report for additional 2023 financial and business information.
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2023 Executive Compensation Highlights
Our strong belief that executives’ interests should be aligned with our stockholders’ experience underpins our executive compensation program. Consistent with this goal, our compensation program is designed so that a substantial portion of our executive officers’ target annual compensation opportunity is both variable in nature and “at-risk”. In addition, the LDEIC committee sets challenging performance goals for each of the metrics used under our incentive compensation programs so that what executives
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ultimately earn is based on strong performance measured against pre-established objectives that are key to our success and, ultimately, stockholder value creation.
Consistent with our performance and compensation philosophy, the LDEIC committee took the following compensation actions for our NEOs in 2023:
•Base Salaries: None of our NEOs received a base salary increase in 2023 except for Mr. Hahn who received a salary increase of 5% in March 2023 as a merit increase and Mr. Cardenas, who received a salary increase of 3% in March 2023 as a merit increase and an increase of 14% in connection with his promotion to General Counsel. At his request, the base salary of our CEO, Mr. Maggioncalda, has not been increased since he joined us in 2017.
•Annual Cash Incentive Bonus Opportunities: All of our NEOs maintained the same annual cash incentive bonus target percentages for 2023 as in 2022 except for Mr. Cardenas whose target percentage increased from 30% to 50% of his base salary effective in May 2023 in connection with his promotion to General Counsel, with his 2023 bonus payout prorated accordingly. At his request, our CEO has declined increases to his annual cash incentive bonus target since he joined us in 2017, despite his bonus target opportunity being below public company norms for a CEO. Based on the achievement of pre-established metrics, the 2023 cash incentive bonuses for our NEOs were earned and paid at 82.6% of target.
•Equity Awards (Long-Term Incentives): We did not grant any equity awards to our NEOs in 2023 except for Mr. Cardenas who received RSU and stock option awards that vest quarterly over four years subject to his continued employment, in connection with his promotion to General Counsel. We resumed equity grants for our NEOs in the first quarter of 2024 (other than our CEO who declined to receive an equity award in 2024) and expect to resume granting annual refresh equity awards to our NEOs, including our CEO, in the first quarter of 2025.
•Stockholder Outreach and Response to Feedback - Introduction of Stock Ownership Guidelines and Performance Based Equity Awards: We engaged in significant stockholder outreach in connection with the results of our say-on-pay vote in 2023 in order to better understand the concerns of our largest stockholders. As a result of stockholder feedback, in 2024, we adopted stock ownership guidelines and introduced performance-based restricted stock units (“PSUs”) to our executive compensation program. For 2024, PSUs represent 25% of equity awards granted to our executive officers (other than our CEO who declined to receive an equity award in 2024). For 2024, the PSUs are based on a revenue goal over a one-year performance period, with a four-year total vesting schedule. We will continue to review the mix of PSUs and RSUs in future years with the goal of increasing the weighting of PSUs to align with market norms. We will also periodically review the performance metric(s) and the length of the performance period. For more information on our stockholder engagement, 2024 PSU program, see the “Stockholder Engagement and our Say-on-Pay Vote” and “2024 PSU program” sections of this Compensation Discussion & Analysis.
•Clawback Policy Adoption: We adopted an incentive compensation recoupment policy (“clawback policy”) that complies with SEC rules and NYSE listing standards. The policy requires recoupment of erroneously awarded incentive-based compensation paid to our current or former executive officers in the event of an accounting restatement.
•No Perquisites: Consistent with our past practice, we did not provide any perquisites to our NEOs in 2023.


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*     The performance measures under our 2023 Executive Incentive Compensation Plan are defined and further described in “Compensation Elements—Annual Cash Incentive Bonus Opportunity”.
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Emphasis on At Risk Compensation
Consistent with our compensation philosophy, our executive compensation program emphasizes “at-risk” pay over “fixed” pay and focuses on long-term incentives. The annual compensation of our executive officers varies from year to year based on our corporate financial and operational results and the performance of our stock price. In 2023, we did not grant equity awards to our NEOs, other than to Mr. Cardenas in connection with his promotion to General Counsel. As a result, total direct compensation in 2023 did not consist of a majority of at-risk pay.
For 2024, we expect that our introduction of PSUs as a component of our overall executive equity compensation program will result in a substantial portion of our NEOs’ compensation to be performance-based pay. The following chart shows the average pay mix for our NEOs (other than our CEO) in 2023 and their expected pay mix in 2024.
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*    The data excludes our CEO given that he declined to receive any equity awards in 2023 and 2024 in light of a significant “catch-up” equity award he was granted in 2022, as described in “Equity Awards (Long-Term Incentive Compensation)” below. The 2023 data excludes Alan Cardenas who was granted RSU and option awards in connection with his promotion to General Counsel in May 2023.
**    Amounts are based on the average of the LDEIC committee’s targeted economic value of the RSU and PSU awards, respectively, granted in March 2024 to the applicable NEOs (other than our CEO). The average grant date fair values of such RSU and PSU awards is $2.3 million for the RSUs and $0.8 million for the PSUs, computed in accordance with ASC 718.
Pay-for-Performance
We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executive officers with the goal of aligning their interests with those of our stockholders. To ensure alignment and to motivate and reward individual initiative and effort, a substantial portion of our executive officers’ target annual compensation opportunity is both variable in nature and “at-risk”.
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We emphasize at risk compensation that appropriately rewards our executive officers through two separate compensation elements:
•Bonuses: A substantial portion of our executive officers’ total compensation opportunity is derived from participation in our cash bonus plan, which provides annual cash payments based on short-term financial, operational, and strategic results that meet or exceed the objectives set by our LDEIC committee.
•Equity Awards: Equity compensation, in the form of RSUs and stock option awards, generally comprise a majority of our executive officers’ target total direct compensation opportunities. These awards are aimed at rewarding our executive officers over a multi-year period. The current and future economic value of these awards depends significantly on the value of our common stock, thereby incentivizing our executive officers to build sustainable long-term value for the benefit of our stockholders.
Variable pay elements ensure that, each year, a substantial portion of our executive officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability based on our performance. The performance goals we set for 2023 for our annual cash bonus plan were aggressive and resulted in a payment of approximately 82.6% of the target bonus level under the 2023 Executive Incentive Compensation Plan, as described in greater detail below. As we mature as a public company, we intend that our executive compensation program will continue to evolve to reflect our executive compensation philosophy and objective of rewarding strong performance with competitive and incentivizing compensation.
Executive Compensation Best Practices
We maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. During 2023, the following executive compensation policies and practices were in place:
WHAT WE DO
üCompensation Committee Independence — Our compensation committee, the LDEIC committee, is composed solely of independent directors.     
üLDEIC Committee Advisor Independence — The LDEIC committee utilizes an independent compensation consultant, which is retained directly by the LDEIC committee and provides no other services to Coursera.
üEmphasize Long-Term Equity Compensation — We use equity awards to deliver long-term incentive compensation opportunities to our executive officers. These equity awards vest over multi-year periods, which helps serve our long-term value creation goals and retention objectives.
üPay for Performance: Annual Bonuses — Consistent with our performance-based annual incentive program design, 100% of each executive officer’s cash bonus payment for 2023 was tied to Coursera’s performance metrics.
üAnnual Compensation Review — We conduct an annual review of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes.
üCompensation-Related Risk Assessment — We conduct an annual evaluation of our compensation programs, policies, and practices to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on the company.
ü    Reasonable Change-in-Control Arrangements — The post-employment compensation arrangements for our executive officers provide for amounts and multiples that are within reasonable market norms.
ü    Annual Say-on-Pay Vote — We proactively seek annual stockholder feedback on our executive compensation program.
üSuccession Planning — We review the risks associated with our key executive positions on an annual basis so that we have an adequate succession strategy and plans are in place for our most critical positions.
üClawback Policy — We have a compensation recoupment, or clawback, policy that requires recoupment of erroneously awarded incentive-based compensation paid to our current and former executive officers in the event of an accounting restatement.
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WHAT WE DO NOT DO
ûNo Guaranteed Bonuses — Our annual cash incentive bonus plan for our executive officers is performance-based and does not provide for any guaranteed minimum payment levels.
ûNo Executive Retirement Programs — We do not offer a pension plan or other executive retirement or nonqualified deferred compensation plans or arrangements.
ûNo Executive Perquisites — We do not provide any special perquisites or other personal benefits to our executive officers.
ûNo Hedging and Pledging — Employees, including our executive officers, and non-employee directors are prohibited from hedging our securities and from pledging our securities as collateral for a loan, without the prior written approval of our General Counsel or such designee (in the absence of a General Counsel, our Chief Financial Officer).
ûNo Tax “Gross-Ups” or Payments — We do not provide any “gross-ups” or tax payments in connection with any compensation element.
ûNo Dividends — We do not have a practice of paying dividends and have not paid dividends or dividend equivalents on unvested equity awards.
Stockholder Engagement and our Say-on-Pay Vote
Our relationship with our stockholders plays an important part in our long-term success, and we are committed to maintaining an active dialogue to understand stockholders’ priorities and concerns.
At our 2023 annual meeting of stockholders, our Say-on-Pay vote on the compensation of our NEOs for 2022 received the support of 52% of the votes cast. The LDEIC committee and our full Board took this vote outcome seriously and undertook extensive stockholder outreach in order to better understand this vote result and solicit stockholder feedback. We contacted 16 of our largest stockholders, representing approximately 47% of our common stock held by non-affiliates and met with 9 investors representing approximately 34% of our shares outstanding as of the date of outreach. The majority of these engagements included members of our executive team.
We received valuable feedback on our executive compensation program, policies, and practices during these meetings and appreciate the time our investors spent with us. We plan to continue to conduct outreach annually to address any questions or concerns stockholders may have on our executive compensation program or broader governance practices.
After carefully considering these discussions, the LDEIC committee made two significant changes to our compensation program and practices beginning in 2024:
•Introduced PSUs into our long-term equity incentive program beginning in 2024; and
•Adopted Stock Ownership Guidelines for Board members and certain executives, including our NEOs, requiring individual ownership of a specified value of our common stock by the later of March 2029 or within five years from becoming a covered director or executive.
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The table below summarizes the principal areas of feedback we received relating to executive compensation and our responses to that feedback.
Key Topics Discussed
with Stockholders
What we Heard from StockholdersOur Perspective/how we Responded
Equity compensation designAll stockholders we spoke with were supportive of Coursera incorporating performance-based equity compensation, such as PSUs, as a component of our equity incentive program.
We did not grant any equity awards to our NEOs in 2023 (other than for Mr. Cardenas in connection with his promotion). Beginning in 2024, we granted PSUs to our NEOs (other than our CEO) that are expected to account for 25% of their target value of equity incentive awards for 2024 (the “2024 PSU Program”).
Compensation alignment with long-term strategic objectivesSeveral stockholders encouraged us to avoid overly complex designs for our performance-based equity compensation and to think about how to align performance metrics with our long-term strategic objectives and our financial framework.The LDEIC committee considered stockholder feedback when designing the 2024 PSU program to implement performance metrics based on revenue achievement in alignment with our long-term strategic objectives and our financial framework. The LDEIC committee believes at our current stage of growth, revenue is the most critical measure of our performance and indicator of our long-term success.
Insider equity ownership
Stockholders raised the importance of long-term equity ownership by our executives to further alignment with stockholders.
Stockholders indicated a preference for equity award vesting periods between three and five years to foster a long-term mindset among senior leaderships.
We adopted robust stock ownership guidelines applicable to our executives, as discussed in greater detail above in the “Board of Directors and Corporate Governance” section of this Proxy Statement.
Stockholders favorably viewed the four-year time-based vesting schedule applicable to our NEOs’ 2022 RSU grants. No RSUs were granted to our NEOs in 2023 (other than for Mr. Cardenas in connection with his promotion). For 2024, we maintained the four-year time-based vesting schedule for RSU awards granted to our NEOs, except for our CEO, who we do not expect will be granted equity awards in 2024.
CEO equity grant sizeThe stockholders we spoke with who voted against the 2023 say-on-pay proposal remarked on the size of our CEO’s 2022 equity awards as a significant factor in their decision-making.
We re-emphasized that our 2022 awards to our CEO were substantially larger than a typical annual grant due to the need to ensure appropriate retentive hold for our CEO as we transitioned our equity granting practices from our historic “box car” approach to an annual cadence more typical for public companies.
As part of this transition, we expect to grant equity in the first quarter of each fiscal year. Accordingly, following our November 2022 grants, no NEOs received an equity award during 2023 (other than Mr. Cardenas in connection with his promotion), and our 2024 equity awards are expected to be granted to all NEOs other than our CEO.
Our CEO did not receive any equity awards in 2023, and we have not and do not plan to grant our CEO an equity award in 2024. We intend to provide our CEO with market-aligned annual equity awards beginning in 2025.
Compensation Philosophy and Guiding Principles
We have designed our executive compensation program to reward our executive officers at a level consistent with our overall strategic and financial performance and to provide remuneration sufficient to attract, retain, and motivate them to exert their best efforts in the highly-competitive technology and consumer-oriented environments in which we operate. We believe that competitive compensation packages consisting of a combination of base salaries, annual cash bonus opportunities, and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period, enable us to attract top talent, motivate successful short-term and long-term performance, satisfy our retention objectives, and align the compensation of our executive officers with our performance and long-term value creation for our stockholders.
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As we mature as a public company, we expect that our executive compensation program will continue to evolve to reflect our executive compensation philosophy and objective of rewarding strong performance with competitive and incentivizing compensation. At a minimum, we expect the LDEIC committee to review executive compensation annually.
Compensation-Setting Process
Role of the LDEIC Committee
The LDEIC committee, among its other responsibilities, establishes our overall compensation philosophy and reviews and approves our executive compensation program, including the specific compensation of our executive officers and the compensation of the non-employee members of our Board. The LDEIC committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executive officers. The LDEIC committee’s authority, duties, and responsibilities are described in its charter, which is reviewed regularly and revised and updated as warranted. The charter is available on our Company website at https://investor.coursera.com/ under the heading “Governance — Governance Documents.”
While the LDEIC committee determines our overall compensation philosophy and approves the compensation of our executive officers, it relies on its compensation consultant and legal counsel, as well as our CEO, our CFO, our Chief People Officer, and our executive compensation staff to formulate recommendations with respect to specific compensation actions. The LDEIC committee makes all final decisions regarding compensation for our executive officers, including base salary levels, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. The LDEIC committee periodically reviews compensation matters with our Board. The LDEIC committee meets on a regularly-scheduled basis and at other times as needed. The LDEIC committee met four times during 2023.
Each year, the LDEIC committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions, and decisions are (i) properly coordinated, (ii) aligned with our vision, mission, values, and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executive officers, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the LDEIC committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements.
To understand the competitive market in which we compete for talent, the LDEIC committee periodically reviews and analyzes market trends and the prevalence of various compensation delivery vehicles and adjusts the design and operation of our executive compensation program from time to time as it deems necessary and appropriate. In designing and implementing the various elements of our executive compensation program, the LDEIC committee considers market and industry practices, as well as the tax efficiency of our compensation structure and its impact on our financial condition. While the LDEIC committee considers numerous factors in its deliberations, it places no formal weighting on any one factor.
The LDEIC committee also conducts an annual review of our executive compensation strategy to ensure that it is appropriately aligned with our business strategy and achieving our desired objectives.
The factors considered by the LDEIC committee in determining the compensation of our executive officers for 2023 included:
•the recommendations of our CEO (except with respect to his own compensation as described below);
•our overall corporate growth and other elements of financial performance;
•our overall corporate achievements against one or more short-term performance objectives;
•the individual performance of each executive officer;
•a review of the relevant competitive market analysis prepared by its compensation consultant (as described below);
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•the expected future contribution of the individual executive officers;
•historical compensation awards of the individual executive officers; and
•internal pay equity between our executive officers.
For 2023, the LDEIC committee did not weigh these factors in any predetermined manner, nor did it apply any formulas in making its decisions. The members of the LDEIC committee considered this information in light of their individual experience, knowledge of the Company, knowledge of each executive officer, knowledge of the competitive market, and business judgment in making their decisions regarding executive compensation and our executive compensation program.
As part of this process, the LDEIC committee also evaluates the performance of our CEO each year and makes all decisions regarding base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. Our CEO is not present during any of the deliberations regarding his compensation.
Role of our CEO
Our CEO works closely with the LDEIC committee to structure the compensation program for our other executive officers. Our CEO also makes recommendations to the LDEIC committee as described in the following paragraph and is involved in the determination of compensation for the respective executive officers who report to him.
At the beginning of each year, our CEO reviews the performance of our other executive officers for the previous year, and then shares these evaluations with, and makes recommendations to, the LDEIC committee for each element of compensation, including base salary adjustments, target annual cash bonus opportunities, and long-term incentives in the form of equity awards for each of our executive officers based on our results, the individual executive officer’s contribution to these results and performance toward achieving their individual performance goals, and the market data from the independent compensation consultant. The LDEIC committee then reviews these recommendations, considers the other factors described above, and makes decisions as to the target total direct compensation of each executive officer (other than our CEO), as well as each individual compensation element.
While the LDEIC committee considers our CEO’s recommendations, as well as the competitive market analysis prepared by its compensation consultant, these recommendations and market data serve as only two of several factors in making its decisions with respect to the compensation of our executive officers. Ultimately, the LDEIC committee applies its own business judgment and experience to determine the individual compensation elements and amount of each element for our executive officers. No executive officer participates in the determination of the amounts or elements of their own compensation.
Role of Compensation Consultant
Pursuant to its charter, the LDEIC committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determined in its sole discretion, to assist in carrying out its responsibilities. The LDEIC committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the LDEIC committee.
For 2023, the LDEIC committee continued to engage Compensia, a national compensation consulting firm, to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the LDEIC committee by Compensia with respect to Coursera’s 2023 compensation program were as follows:
•reviewed and recommended updates to our compensation peer group;
•provided advice with respect to compensation best practices and market trends for our executive officers and Board members;
•analyzed levels of overall compensation and each element of compensation of our executive officers;
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•analyzed levels of overall compensation and each element of compensation for our Board members;
•conducted an executive compensation risk analysis;
•conducted an analysis of our CEO pay ratio and pay versus performance disclosures for this Proxy Statement;
•reviewed this Compensation Discussion and Analysis and other disclosures in this Proxy Statement; and
•provided ad hoc advice and support throughout the year.
A representative of Compensia attends meetings of the LDEIC committee as requested and may also communicate with the LDEIC committee outside of meetings. Compensia reports to the LDEIC committee rather than to management, although Compensia may meet with members of management, including our CEO and members of our executive compensation staff, for purposes of gathering information on proposals that management may make to the LDEIC committee and providing them with market data to assist them in developing their proposals. Throughout 2023, Compensia met with various members of management to collect data and discuss management’s executive compensation proposals.
The LDEIC committee may replace its compensation consultant or hire additional advisors at any time. Compensia has not provided any other services to Coursera and has not received any compensation other than with respect to the services for the benefit of the LDEIC committee.
The LDEIC committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of the NYSE, and has concluded that Compensia is independent and that the work of Compensia on behalf of the LDEIC committee has not raised any conflict of interest.
Competitive Positioning
Given our unique history and business, market competitors, and geographical location, the LDEIC committee believes that the competitive market for executive talent is composed of U.S. technology companies, with a focus on technology companies providing education services. Accordingly, the LDEIC committee develops a compensation peer group to contain a carefully-selected cross-section of such public companies using factors described below, with revenue and market capitalization that are similar to ours. This data is supplemented with executive compensation survey data representing both public and private technology companies of similar revenue and market capitalization. The LDEIC committee considers the compensation practices of these peer group companies as one factor in its compensation deliberations.
Compensation Peer Group
As part of its deliberations, the LDEIC committee considers competitive market data on executive compensation levels and practices and a related analysis of such data. This data is drawn from a select group of peer companies developed by the LDEIC committee, as well as compensation survey data.
In 2022, in preparation for the annual review of executive compensation in the first quarter of 2023, the LDEIC committee directed Compensia to review, and if appropriate, propose updates to its group of peer companies. These peer companies were to be used as a reference for market positioning and for assessing competitive market practices. Compensia undertook a detailed review of the pool of U.S.-based publicly traded companies, taking into consideration our industry sector, the size of such companies (based on revenues and market capitalization) relative to our size, and growth rate. Following this review, Compensia recommended to the LDEIC committee the following peer group consisting of 22 publicly traded educational services and software companies, which the LDEIC committee subsequently approved.
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*    Represents the revenue and market capitalization ranges of our peer group companies at the time of the LDEIC committee’s approval of the peer group in 2022.
This compensation peer group was used by the LDEIC committee in connection with its annual review of our executive compensation program for 2023 in the second half of 2022. Specifically, the LDEIC committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data from Radford Aon to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The LDEIC committee then evaluated how our pay practices and the compensation levels of our executive officers compared to the competitive market. As part of this evaluation, the LDEIC committee also reviewed the performance measures and performance goals generally used within the competitive market to reward performance.
Compensation peer group information is one of several factors that the LDEIC committee considers in making its decisions with respect to the compensation of our executive officers. However, we do not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, solely upon any type of benchmarking to a peer or other representative group of companies. The LDEIC committee believes that information regarding the compensation practices at other companies is useful in at least two respects. First, the LDEIC committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages.
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Compensation Elements
The three primary elements of our executive compensation programs are: (1) base salary, (2) annual cash bonus opportunities, and (3) long-term incentives in the form of equity awards, as described below:
Compensation ElementWhat This Element RewardsPurpose and Key Features of Element
Base SalaryIndividual performance and relative contributions and responsibilities, level of experience, expected future performance, and contributionsProvides competitive level of fixed compensation determined by the market value of the position, with actual base salaries established based on the facts and circumstances of each executive officer and each individual position
Annual Cash Bonus OpportunitiesAchievement of pre-established corporate performance objectives
Motivates executive officers to achieve our key business objectives for the year
Performance objectives are established to incent our executive officers to achieve or exceed performance objectives. For 2023, payouts for corporate performance objectives could range from 0% to 150% for each objective, depending on actual achievement; actual 2023 bonuses were earned at 82.6% of target under the 2023 Executive Incentive Compensation Plan
Equity Awards (Long-Term Incentives)
Achievement of long-term stockholder value and to attract, retain, motivate, and reward executive officers over extended periods for successful corporate performance
Multi-year vesting requirements promote retention of highly-valued executive officers
Encourages creation and maintenance of long-term stockholder value because the ultimate value of these equity awards is directly related to the market price of our common stock, and the awards vest over an extended period of time
Equity awards generally vest over multiple years, provide a variable “at risk” pay opportunity, and serve to focus management on long-term value creation while also attracting, retaining, motivating, and rewarding executive officers
Our executive officers are also eligible to participate in the standard employee benefit plans available to most of our employees (depending on location). In addition, our executive officers are eligible for post-employment (severance and change in control) payments and benefits under limited circumstances. Each of these compensation elements is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation and a discussion of the amounts of compensation paid to our NEOs in 2023 under each of these elements. Variable pay elements ensure that, each year, a substantial portion of our executive officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability based on our performance.
Base Salary
We believe that a competitive base salary is a necessary element of our executive compensation program that enables us to attract and retain a stable management team. Base salaries for our executive officers are intended to be competitive with those received by other individuals in similar positions at the companies with which we compete for talent, as well as equitable across the executive team.
Generally, we establish the initial base salaries of our executive officers through arm’s-length negotiation at the time we hire the individual executive officer, taking into account the executive’s position, qualifications, experience, prior salary level, expected contributions, market data, and the base salaries of our other executive officers. Thereafter, the LDEIC committee reviews the base salaries of our executive officers annually and makes adjustments to base salaries as it determines to be necessary or appropriate. No executive officers are entitled to any automatic base salary increases, and all base salary increases are determined by the LDEIC committee at its discretion.
As part of its annual review of our executive officers’ base salaries, the LDEIC committee took into consideration a competitive market analysis performed by Compensia and the recommendations of our CEO (except with respect to his own base salary), as well as the other factors described above. Following this review, the LDEIC committee determined to provide merit increases to Mr. Hahn and
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Mr. Cardenas in the amounts of 5.1% and 3.0% of base salary, respectively, effective as of March 1, 2023. Mr. Cardenas’ base salary was thereafter increased to $380,000, effective as of May 24, 2023, in connection with his promotion to General Counsel. At our CEO’s request, his base salary has not increased since he joined us in 2017.
The base salaries of our NEOs as of December 31, 2023 and 2022 were as follows:
Named Executive Officer
 Base Salary at December 31, 2023
($)
 Base Salary at
 December 31, 2022
($)
Percentage
Increase
(%)
Jeffrey N. Maggioncalda400,000 400,000 — %
Kenneth R. Hahn431,000 410,000 5.1 %
Shravan K. Goli473,000 473,000 — %
Leah F. Belsky426,000 426,000 — %
Alan Cardenas(1)
380,000 324,800 17.0 %
1.    Mr. Cardenas’ base salary was increased to $334,544 effective March 1, 2023 as a merit increase. Effective May 24, 2023, his base salary was increased to $380,000 in connection with his promotion to General Counsel.
Annual Cash Incentive Bonus Opportunity
We use annual cash bonus opportunities to motivate our executive officers to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executive officers. Annual cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year.
The LDEIC committee establishes annual cash incentive bonus opportunities pursuant to our executive incentive compensation plans designed to reward our executive officers for achieving predetermined corporate performance targets over our fiscal year. The annual cash bonus opportunities are designed to pay above-target bonuses when we exceed our annual corporate objectives and below-target bonuses when we do not achieve these objectives. All of our NEOs were eligible to participate in the 2023 Executive Incentive Compensation Plan.
Under the 2023 Executive Incentive Compensation Plan, the LDEIC committee has the authority to determine the performance measures and related target levels applicable to the annual cash bonus opportunities for our executive officers. The performance measures involving our financial results could be determined in accordance with U.S. generally accepted accounting principles (“GAAP”), or such financial results could consist of non-GAAP financial measures, and any actual results are subject to adjustment by the LDEIC committee for one-time items or unbudgeted or unexpected items when determining whether the target levels for the performance measures have been met. Individual performance objectives could be established on the basis of any factors the LDEIC committee determines relevant, and are subject to adjustment on an individual, divisional, business unit, or company-wide basis.
Under the 2023 Executive Incentive Compensation Plan, the LDEIC committee could, in its sole discretion and at any time, increase, reduce, or eliminate a participant’s actual bonus payment, and/or increase, reduce, or eliminate the amount the Company allocates to the bonus pool for the year. Further, any bonus paid under the 2023 Executive Incentive Compensation Plan could be below, at, or above a participant’s target bonus opportunity, in the LDEIC committee’s sole discretion. The LDEIC committee could determine the amount of any reduction on the basis of such factors as it deemed relevant, and it was not required to establish any allocation or weighting with respect to the factors it considered.
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2023 Target Cash Bonus Opportunities
After reviewing comparative data of the percentages of pay that is at risk for comparable officers at the companies in our compensation peer group, the LDEIC committee approved the following target annual cash bonus opportunities for each of our NEOs under the Executive Incentive Plan for 2023, expressed as a percentage of annual base salary. All of the NEOs maintained the same annual cash incentive bonus target percentages for 2023 as in 2022 except for Mr. Cardenas whose target percentage increased in May 2023 in connection with his promotion to General Counsel.
Named Executive Officer
2023 Target Cash Bonus Opportunity
 (as a percentage of base salary)
(%)
2023 Target Cash Bonus Opportunity
($)
Jeffrey N. Maggioncalda63 252,000
Kenneth R. Hahn70 301,700
Shravan K. Goli80 378,400
Leah F. Belsky(1)
100 426,000
Alan Cardenas(2)
50 154,518
1.Ms. Belsky’s target cash bonus opportunity under the 2023 Executive Incentive Plan was 100% of base salary in connection with the LDEIC’s decision that she only participate in the 2023 Executive Incentive Compensation Plan and not any other commissions-based bonus plans. For 2022, Ms. Belsky had been eligible to receive target cash bonus opportunities for up to 100% of her base salary comprised of (i) 25% target cash bonus opportunity under the 2022 Executive Incentive Compensation Plan, and (ii) 75% target cash bonus opportunity under the 2022 Enterprise Incentive Plan that included commission-based cash bonus payments upon the achievement of certain enterprise financial targets.
2.Mr. Cardenas’ target cash bonus opportunity increased from 30% to 50% of base salary effective as of May 24, 2023, in connection with his promotion to General Counsel, and the dollar amount of his 2023 target cash bonus opportunity was prorated to reflect the adjustments in 2023 to his salary and target bonus percentages.
Corporate Performance Measures, Targets, Results, and Bonus Decisions
Our executive officers’ target annual cash bonus opportunities under our 2023 Executive Incentive Compensation Plan are determined solely based on the corporate performance objectives discussed below (subject to any exercise of LDEIC committee discretion, which it did not elect to exercise during 2023). The LDEIC committee determined that the 2023 target cash bonus opportunity allocations were appropriate to focus our executive officers on our short-term financial objectives as reflected in our annual operating plan. In February 2023, the LDEIC committee approved the following corporate performance measures under the 2023 Executive Incentive Plan:
•“Revenue”: Coursera’s total annual revenue based on GAAP as disclosed in the Annual Report;
•“Enterprise Bookings”: annual contract dollar value of new, upsell, or cross-sell Coursera for Business, Coursera for Campus, and Coursera for Government contracts closed during the year ended December 31, 2023; and
•“New Student Degree Revenue”: revenue attributable to students who enrolled in a degree program for the first time in 2023, and in which the academic term also commenced in 2023.
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*    Enterprise Bookings and New Student Degree Revenue are non-GAAP financial measures for which there is no comparable GAAP measure.
The metrics selected for 2023 were similar to those used in 2022, although the LDEIC committee determined that Enterprise Bookings and New Student Degrees Revenue (as compared to the Coursera for Campus ACV and New Enrolled Degree Students metrics used in 2022) better aligned with our 2023 strategic growth goals. For each performance measure, the LDEIC committee established challenging and rigorous thresholds, target, and maximum levels of achievement that required significant growth compared to prior year actual results to achieve at the target level. We do not publicly disclose Enterprise Bookings or New Degree Student Revenue as we believe this information is competitively sensitive. Accordingly, we do not publicly disclose the specific targets for these two metrics, but have endeavored to provide information in this discussion as to the challenging nature of these goals and the level of our achievement for 2023.
Each of the corporate performance measures were equally weighted. The LDEIC committee believed these performance measures were appropriate for our business because they focused on overall growth in company revenue and specific strategic business initiatives, both of which it believes directly influence long-term stockholder value. In February 2023, the LDEIC committee established the following minimum, target, and maximum levels of achievement for the corporate performance measures and their respective payment amounts, with the actual bonus payment with respect to each measure to be determined independently. The LDEIC committee believed that satisfaction of the minimum, target, and maximum levels of achievement for each of the corporate performance measures would require significant growth. In the event of actual performance between the threshold and target, and target and maximum, performance levels, the payment amount was to be calculated between each designated segment on a linear basis.
Corporate Performance Measure
Threshold Performance Level
(Achievement %)
Threshold Payment
Level
(% of Target Payout)
Target Performance Level
(%)		Target
Payment
 Level
(%)		Maximum Performance Level
(%)		Maximum Payment
Level
(%)
Revenue75 50 100 100 ≥125150 
Enterprise Bookings75 50 100 100 ≥125150 
New Student Degree Revenue60 50 100 100 ≥125150 
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In January 2024, the LDEIC committee determined that our actual achievement with respect to the corporate financial objectives under the 2023 Executive Incentive Compensation Plan for revenue, as compared with the target, was as follows:
Corporate Performance Measure
2023 Target Level
(in $ millions)
2023 Actual Result
(in $ millions
2023 Percent Achieved
(%)
Revenue620.2635.8102.5 
In January 2024, the LDEIC committee also determined that our actual performance of the Enterprise Bookings and New Student Degree Revenue performance measures in 2023 had been 82.4% and 82.5%, respectively. As a result, the LDEIC committee awarded the achievement of the Enterprise Bookings performance and New Student Degree Revenue at 64.8% and at 78.1% payment levels, respectively.
Accordingly, the LDEIC committee determined that, based on our actual performance with respect to each corporate performance measure, the corporate performance objectives had been achieved, in the aggregate, at 82.6% under the 2023 Executive Incentive Compensation Plan.
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*    In the event of actual performance between the threshold and target, and target and maximum, performance levels, the payment amount will be calculated between each designated segment on a linear basis.
Accordingly, the LDEIC committee approved bonus payments as follows for our named executive officers:
Named Executive Officer2023 Target Annual Bonus ($)Actual Payout as a Percentage of 2023 Annual Target Bonus (%)Actual Annual
Cash Bonus Payment
($)
Jeffrey N. Maggioncalda252,00082.6 206,500
Kenneth R. Hahn301,70082.6 249,204
Leah F. Belsky426,00082.6 351,876(1)
Alan B. Cardenas154,51882.6 127,633
Shravan K. Goli378,40082.6 312,558
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Equity Awards (Long-Term Incentive Compensation)
Our LDEIC committee grants long-term incentive compensation in the form of equity awards to motivate and retain our executive officers, attract key talent, retain and align their interests with that of our stockholders. Equity awards enable us to provide our executive officers with the opportunity to build an equity interest in Coursera and to share in the potential appreciation of the value of our common stock. Over time, the equity vehicles we have used to incentive our executive officers have evolved. Prior to our IPO, we relied on options to purchase shares of our common stock to incentivize our executive officers. Beginning in 2019, including leading up to our IPO, we began granting RSUs that may be settled for shares of our common stock as the principal vehicles for delivering long-term incentive compensation opportunities to our executive officers.
No Equity Awards Granted in 2023 to our NEOs (except for Mr. Cardenas in connection with his promotion)
In most years, equity compensation comprises a majority of our executive officers’ target total direct compensation opportunities. These awards are aimed at rewarding our executive officers over a multi-year period. In 2022, the LDEIC committee granted certain equity awards that were significantly larger than typical annual awards. As previously disclosed, our 2022 equity awards included a “catch up” equity grant component for our CEO to align his unvested equity holdings within the range of our peer group and to provide an appropriate retention benefit. In 2022, we also granted an equity award to each of Mr. Goli and Ms. Belsky in recognition of their promotions and increased responsibilities that year. The LDEIC committee viewed these grants as essential to adequately motivate performance and achieve our retention objectives, but recognized that the size of the grants in 2022 were larger than a typical annual grant.
In light of the significant grants made to our CEO, Mr. Goli, and Ms. Belsky in 2022, the LDEIC committee and management determined not to grant equity awards to our NEOs in 2023 other than to Mr. Cardenas in connection with his promotion to General Counsel, and determined to return to a more typical grant cycle thereafter, beginning in 2024. In 2023, Mr. Cardenas was granted the following equity awards in connection with his promotion to General Counsel on May 24, 2023:
Named Executive OfficerRSU Awards
(number of shares)
(#)
Option Awards
(number of shares)
(#)
Alan B. Cardenas(1)
67,568135,136
1.    The RSU and stock option awards granted to Mr. Cardenas vest in quarterly installments over four years beginning August 15, 2023, subject to Mr. Cardenas’ continued employment with Coursera on each such vesting date.
We resumed equity grants to our executive officers (except for our CEO who declined to receive any equity award in 2024), in the first quarter of 2024 and plan to grant annual refresh equity awards to our executives, including our CEO, beginning in the first quarter of 2025.
2024 PSU Program
After carefully considering stockholder feedback, as summarized above, the LDEIC committee introduced PSUs as a component of our long-term incentive compensation program for our executive officers. In March 2024, our NEOs, other than our CEO, were granted PSUs pursuant to which the number of shares eligible to be earned under such PSUs will be determined based on Coursera’s achievement of revenue for 2024 and will be determined following the filing of our Annual Report on Form 10-K for the fiscal year ending December 31, 2024. Shares under the PSU awards that become eligible to vest, if any, based on achievement of revenue will be subject to time-based vesting with 25% vesting on February 15, 2025 and 6.25% vesting on each company designated quarterly vesting date thereafter, subject to the applicable NEO’s continuous service with us through each quarterly vesting date. The PSUs granted to our NEOs in 2024 (except for our CEO who declined to receive any equity award in 2024) are expected to represent 25% of each such NEO’s equity compensation for 2024.
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For 2024, the LDEIC committee selected revenue as the performance metric for the PSUs, since at this stage of our maturity, it views revenue growth as the single most important metric indicative of our long-term success and therefore long-term value creation for our stockholders. Further, given the rapidly evolving nature of our business as we grow, the LDEIC committee believes that the performance measure for the 2024 PSU program, which is based upon our fiscal year 2024 performance, was necessary to provide the line of sight necessary to set a challenging yet potentially achievable performance goals to promote Coursera’s long-term success and increase stockholder alignment and value.
In determining the amount of each NEO’s equity award for 2024 (except for our CEO who declined to receive any equity award in 2024), the LDEIC committee took into consideration the recommendations of our CEO, our recent financial results, Coursera’s performance, and each executive officer’s individual performance, as well as retention considerations. As we mature as a public company, we intend that our long-term incentive compensation program will continue to evolve to reflect our executive compensation philosophy and objective of rewarding strong performance with competitive and incentivizing compensation, which may include increasing the proportion of equity awards that vest based on performance or adjusting the metrics used for performance-based equity. We will continue to review the mix of PSUs and RSUs in future years with the goal of increasing the weighting of PSUs to align with market norms. We will also periodically review the PSU performance metric(s) and the length of the performance period.
Other Compensation Policies
Company Benefits
Coursera’s benefits are an important tool in our ability to attract and retain outstanding employees. As a business matter, we weigh the benefits we need to offer to remain competitive and attract and retain talented employees against the cost of the benefits. Benefit levels are reviewed periodically to ensure they are cost-effective and competitive and support the overall needs of Company employees. This section describes the benefits that Coursera provides to our executives.
Company-Sponsored Retirement Plan
The Coursera 401(k) Plan (the “401(k) Plan”) is a tax-qualified defined contribution plan that is designed to comply with the Employee Retirement Income Security Act of 1974, as well as federal and state legal requirements. The 401(k) Plan provides retirement benefits to eligible Coursera employees. Eligible employees, including Coursera’s executive officers, may elect to contribute to the 401(k) Plan through salary reduction up to the yearly maximum tax-deductible deferral allowed pursuant to applicable tax regulations. All participants’ interests in their deferrals are 100% vested when contributed under the plan. In 2022, we began providing a dollar-for-dollar Company matching contribution equal to up to 3% of a participant’s semi-monthly salary, up to a maximum of $2,500 annually. Contributions are allocated to each participant’s individual account under the 401(k) Plan and are invested in selected investment alternatives according to the participants’ directions.
We do not provide employees, including our executive officers, any other retirement benefits, including but not limited to tax-qualified defined benefit plans (pension plans), supplemental executive retirement plans, or nonqualified defined contribution plans.
Welfare and Health Benefits
We provide health and welfare benefits to our executive officers, on the same basis as all of our full-time employees. These benefits generally include health, dental, vision benefits, health and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. We also provide vacation and other paid holidays to all employees, including our executive officers.
Perquisites and Other Personal Benefits
We do not provide perquisites or other personal benefits to our executive officers.
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Employee Stock Purchase Plan
We maintain our 2021 Employee Stock Purchase Plan (“ESPP”), which is a tax-qualified employee stock purchase plan that offers all eligible employees, including Coursera’s executive officers, the opportunity to acquire an ownership interest in Coursera by purchasing shares of our common stock at a discount through the ESPP.
Employment Arrangements with our Named Executive Officers
We have extended and entered into written employment offer letters to each of our executive officers, including our CEO and our other NEOs. Each of these arrangements was approved on our behalf by our Board or the LDEIC committee, as applicable. We believe that these arrangements were appropriate to induce these individuals to forego other employment opportunities or leave their current employer for the uncertainty of a demanding position in a new and unfamiliar organization. At the same time, in formulating these compensation packages, we were sensitive to the need to integrate these individuals into the executive compensation structure, balancing both competitive and internal equity considerations. Each of these employment arrangements provides for “at will” employment and sets forth the initial compensation arrangements for the executive officer.
Post-Employment Compensation
We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of Coursera, are essential to attracting and retaining highly qualified executive officers. We maintain a severance plan for certain eligible executives, including our NEOs (our “Executive Severance Plan”), pursuant to which they may become eligible to receive severance and change in control benefits in certain situations.
We believe that our Executive Severance Plan serves several key objectives by (i) incentivizing our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a change-in-control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction, (ii) creating an equitable program based on the executive’s level of responsibility and tenure, and (iii) reducing administrative costs by eliminating the need to negotiate separation payments and benefits on a case-by-case basis. For a summary of the material terms and conditions of our severance arrangements, as well as the post-employment compensation arrangements with our NEOs, see “—Potential Payments upon Termination or Change in Control” below.
Compensation Recovery Policy
We have long maintained a compensation recoupment policy. We amended our Senior Executive Compensation Recoupment Policy ("the clawback policy"), effective as of October 2, 2023, that provides for the recoupment of erroneously awarded incentive compensation paid to current and former executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements in accordance with the listing standards of the NYSE and Exchange Act Rule 10D-1. The clawback policy applies to compensation that is granted, earned, or vested based in whole or in part upon the attainment of a financial reporting measure and provides for the reimbursement or forfeiture by the executive officer of the excess portion of the compensation received by the executive officers during the three preceding fiscal years.
Insider Trading, Derivatives Trading, Hedging, and Pledging Policies
We have adopted a policy prohibiting our employees, including our executive officers, and Board members from speculating in our equity securities, including the use of short sales, “sales against the box”, or any equivalent transaction involving our equity securities. In addition, they may not engage in any other hedging transactions, such as “cashless” collars, forward sales, equity swaps, and other similar or related arrangements, with respect to the securities that they hold. Finally, no employee, including an executive officer or Board member may acquire, sell, or trade in any interest or position relating to the future price of our equity securities.
Our policy also prohibits our employees, including our executive officers, and Board members from (i) pledging our common stock and (ii) trading shares of our common stock when the person is aware of material nonpublic information. Our policy further restricts
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directors, executive officers, and certain other employees determined to have potential access to insider information from trading in Company stock during predetermined closed periods.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Section 162(m) of Internal Revenue Code of 1986, as amended, (the “Code”) generally places a $1 million limit on the amount of compensation a public company can deduct in any one year for certain current and former executive officers. While our LDEIC committee considers tax deductibility as one factor in determining executive compensation, our LDEIC committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program, even if the awards are not deductible by us for tax purposes.
Taxation of Nonqualified Deferred Compensation
Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the LDEIC committee intends to administer our executive compensation program and design individual compensation components, as well as the compensation plans and arrangements for our employees, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A.
Taxation of “Parachute” Payments
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional taxes if they receive payments or benefits in connection with a change in control of Coursera that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer with a “gross-up” or other reimbursement payment for any tax liability owed as a result of the application of Sections 280G or 4999 during 2022, and we have not agreed and are not otherwise obligated to provide any executive officers with such a “gross-up” or other reimbursement payment.
Accounting for Stock-Based Compensation
The LDEIC committee considers accounting implications when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard that governs the accounting treatment of stock-based compensation awards.
ASC 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock and restricted stock units and awards for shares of our common stock to our executive officers, based on their fair values. The application of ASC 718 involves judgment in the determination of inputs into the Black-Scholes-Merton valuation model that we use to determine the fair value of stock options. These inputs are based upon assumptions as to the volatility of the underlying stock, risk free interest rates, and the expected life (term) of the stock options. As required under GAAP, we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously. For performance-based equity awards, we also must apply judgment in determining the periods when, and if, the related performance targets become probable of being met.
ASC 718 also requires us to recognize the compensation cost of our stock-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).
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LDEIC Committee Report
The following report of the LDEIC committee shall not be deemed to be “soliciting material” or “filed” with the SEC or to be incorporated by reference into any other filing by Coursera, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under those Acts.
The LDEIC committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based upon its review and those discussions, the LDEIC committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Leadership, Development, Equity, Inclusion, and Compensation Committee
Carmen Chang (Chair)
Amanda M. Clark
Susan W. Muigai
Scott D. Sandell
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Executive Compensation Tables
Summary Compensation Table

The following table sets forth information concerning the total compensation of the following persons, whom we refer to as our named executive officers: (i) our Chief Executive OfficerNEOs in 2023, 2022, and (ii) our next two most highly compensated executive officers on December 31, 2021.

Name and principal position

  Fiscal
Year		   Salary
($)		   Stock
Awards
($)(1)		   Option
Awards
($)(1)		   Non-Equity
Incentive Plan
Compensation
($)(2)		   All Other
Compensation
($)(3)		   Total
($)		 

Jeffrey N. Maggioncalda

President and Chief Executive Officer

   2021    400,000    2,260,346    2,446,721    272,300    315    5,379,682 
   2020    400,000    6,592,857    7,598,911    322,500    315    14,914,583 

Kenneth R. Hahn

Senior Vice President, Chief Financial Officer, Treasurer

   2021    370,833    1,356,208    1,468,033    235,993    315    3,431,382 
   2020    218,750    1,727,443    5,780,574    141,094    315    7,868,176 

Leah F. Belsky

Senior Vice President and Chief Enterprise Officer

   2021    337,500    1,130,173    1,223,361    350,794    315    3,042,143 

(1)

The amounts shown in this column do not reflect the dollar amount actually received by the named executive officer, instead represent the aggregate grant-date fair value of awards granted to each named executive officer under our equity incentive plans, computed in accordance with ASC 718.

(2)

The amounts in this column represent the applicable named executive officer’s total annual performance-based cash bonus. See “Annual Cash Bonuses” for additional information regarding the bonus payments for the year ended December 31, 2021. For Ms. Belsky, the amounts in this column also include a sales commission bonus of $258,892, earned pursuant to our FY21 Enterprise Incentive Plan.

(3)

The amounts in this column represent the dollar value of life insurance premiums paid by us during the covered fiscal year for the benefit of the applicable named executive officer.

Narrative to Summary Compensation Table

We review compensation annually for all employees, including our named executive officers. In setting our named executive officers’ base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our named executive officers, individual performance as compared to our expectations and objectives, our desire to motivate our named executive officers to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company.

Base Salaries

In 2021, base salary was set at a level that was commensurate with each named executive officer’s respective duties and authorities, contributions, prior experience and sustained performance.

Annual Cash Bonuses

We maintain an Executive Incentive Compensation Plan in which our named executive officers participate. Participants are eligible to earn an annual cash incentive payment based upon an individual at-target incentive opportunity, which is assigned individually and expressed as either a target dollar amount or as a percentage of the named executive officer’s annual base salary earned during that portion of the year in which he or she is designated a participant in the plan. The actual incentive payment amount is determined based on the satisfaction of certain performance criteria and generally becomes payable, if at all, during the first quarter of the calendar year following the year the performance criteria are measured. Executives must be employed on the date of

payment to receive a bonus under the Executive Incentive Compensation Plan, except as provided in the executive’s employment agreement or the Executive Severance Plan (as described below).

For 2021,
Name and
Principal Position(1)
Fiscal Year
Salary
 ($)(2)
Stock Awards
($)(3)
Option Awards
($)(3)
Non-Equity Incentive Plan Compensation ($)(4)
All Other Compensation ($)(5)
Total
($)
Jeffrey N. Maggioncalda
President, Chief
Executive Officer, and Director
2023400,000——206,500 315606,815 
2022400,00028,619,477—105,32531529,125,117
2021400,0002,260,3462,446,721272,3003155,379,682
Kenneth R. Hahn
Senior Vice President, Chief
Financial Officer, and Treasurer
2023427,500 ——249,204 2,815 679,519 
2022404,1676,677,887—119,1932,8157,204,062
2021370,8331,356,2081,468,033235,9933153,431,382
Leah F. Belsky
Senior Vice President and
Chief Revenue Officer
2023426,000 ——351,876 2,815 780,691 
2022397,3339,539,826—299,1172,81510,239,091
2021337,5001,130,1731,223,361350,7943153,042,143
Shravan K. Goli
Senior Vice President and
Chief Operating Officer
2023473,000 ——312,558 2,815 788,373 
2022451,5839,539,826—110,0722,81510,104,296
Alan B. Cardenas
   Senior Vice President, General
Counsel, and Secretary
2023360,383 854,735 995,601 127,633 2,815 2,341,167 

1.Mr. Maggioncalda’s, Mr. Hahn’s, and Ms. Belsky’s target bonuses under the Executive Incentive Compensation Plan were 63%, 60% and 25% of their respective 2021 base salaries. For 2021, the performance criteria applicable to each of our named executive officers included the achievement of target rates of annual revenue, cash from new content and annual contract value for Coursera for Campus. Based on our achievement of the annual revenue and cash from new content targets and the annual contract value for Coursera for Campus in 2021, our LDEIC determined that the bonuses would be paid at 109% of target resulting in the bonus payouts set forth above. Incentive payments under the Executive Incentive Compensation Plan were paid to each of our named executive officers in March 2022 for their performance in 2021.

In addition to the Executive Incentive Compensation Plan, we maintain an annual commission plan in which Ms. Belsky participates. Under our FY21 Enterprise Incentive Plan, eligible employees, including Ms. Belsky, are eligible to earn commissions tied primarily to individual and team sales and bookings (including upsells, subscriptions and renewals) quotas with commissions advanced quarterly and earned when bookings are closed. Advanced but unearned commissions are recoverable by the Company. In 2021, Ms. Belsky’s target bonus under the FY21 Enterprise Incentive Plan was 75% of her 2021 base salary.

Equity Incentive Award

Our equity incentive awards are designed to align our interests with those of our employees, including our named executive officers. Stock options and RSUs may be granted to our employees, including our named executive officers, under the Company’s 2021 Stock Incentive Plan (the “2021 Plan”). Each of our named executive officers received an award(s) of RSUs under the 2021 Plan during 2021.

Options are granted with an exercise price not less than the fair market value of shares of our common stock on the date of grant and generally become vested and exercisable within four years after the date of grant, subject to accelerated vesting in certain circumstances. Options generally expire ten years from the date of grant. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), which qualify for favorable tax treatment to recipients under Section 422 of the Internal Revenue Code (the “Code”), and nonstatutory stock options (“NSOs”). Such awards may be granted to our employees, including officers, and to non-employee directors and consultants.

Health and Welfare Benefits and Perquisites

Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, life and disability insurance plans, in each case on the same basis as all of our other employees. We do not maintain any executive-specific benefit or perquisite programs.

Retirement Benefits

We sponsor a tax-qualified 401(k) plan for our eligible United States employees, including the named executive officers. Participants may make pre-tax and certain after-tax (Roth) salary deferral contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit under the Code. An employee’s interest in his or her salary deferral contributions is 100% vested when contributed. We did not provide matching or profit-sharing contributions under this plan in 2021; however, we began providing a Company match of 3% of participant’s semi-monthly salary, up to a maximum of $2,500 annually, in 2022.

We do not provide employees, including our named executive officers, any other retirement benefits, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans or nonqualified defined contribution plans.

Nonqualified Deferred Compensation

None of our named executive officers participates in or has account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our board or the LDEIC committee may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Existing Employment Agreements with Our Named Executive Officers

Below are descriptions of the material terms of the offer letter agreements with our named executive officers. These agreements generally provide for at-will employment and set forth the named executive officer’s initial base salary and eligibility for employee benefits.

Employment Agreement with Jeffrey N. Maggioncalda

We entered into an employment agreement with Mr. Maggioncalda dated June 1, 2017 (the “Maggioncalda Employment Agreement”) to serve in the position of Chief Executive Officer. The Maggioncalda Employment Agreement provides for an initial annual base salary of $400,000 and eligibility to receive an annual bonus with a target amount equal to $250,000 under the Executive Incentive Compensation Plan, with the actual bonus payment determined based upon the achievement of Company performance objectives established by the board of directors and subject to the terms of the plan and Mr. Maggioncalda’s continued employment through the date of payment.

Pursuant to the Maggioncalda Employment Agreement, the board of directors approved the grant to Mr. Maggioncalda of a stock option to purchase 5,552,808 shares of our common stock at an exercise price equal to the fair market value of a share of our common stock as determined by the board of directors on July 13, 2017, the date of grant (the “Maggioncalda Option”). The Maggioncalda Option is intended to be an ISO to the maximum extent permitted under the Code and will otherwise be an NSO. The Maggioncalda Option vested over the four year period commencing on Mr. Maggioncalda’s start date.

The Maggioncalda Employment Agreement provides that if he is terminated by us without “cause” or experiences a “constructive termination” (as such terms are defined in the Maggioncalda Employment Agreement), and provided that he delivers a signed release of claims in our favor that becomes effective and irrevocable within sixty (60) days of his termination of employment, Mr. Maggioncalda will be entitled to (i) a lump sum payment equal to the sum of (x) twelve (12) months of his then current annual base salary plus (x) his full target bonus for the calendar year of his termination. Mr. Maggioncalda may also become entitled to receive certain severance benefits, including Company-paid COBRA coverage and service-based vesting acceleration, pursuant to the terms of the Executive Severance Plan as described under “—Potential Payments upon Termination or Change in Control.”

Employment Agreement with Kenneth R. Hahn

We entered into an employment agreement with Mr. Hahn dated as of April 27, 2020 to serve in the position ofGoli became Senior Vice President and Chief FinancialOperating Officer (the “Hahn Employment Agreement”). in October 2022 and was not an NEO for 2021. Mr. Cardenas became Senior Vice President, General Counsel, and Secretary in May 2023 and was not an NEO for 2022 or 2021.

2.The Hahn Employment Agreement provides for an initial annualamounts shown in this column reflect the base salary of $350,000 and eligibility to receive an annual bonus with a target amount equal to 50% of Mr. Hahn’s annualearned during the applicable year. The 2023 base salary under the Executive Incentive Compensation Plan,for Mr. Cardenas reflects a prorated increase from $334,544 to $380,000, effective May 24, 2023, in connection with the actual bonus payment determined based upon the achievement of company performance objectives established by the Chief Executive Officer and subjecthis promotion to the terms of the plan andGeneral Counsel. The 2023 base salary for Mr. Hahn’s continued employment through the date of payment. Mr. Hahn’s annual bonus target amount under the Executive Incentive Compensation Plan increasedHahn reflects a prorated merit increase from 50%$410,000 to 60%,$431,000, effective March 1, 2021.

Pursuant2023. The 2022 base salary for Mr. Goli reflects a prorated increase from $450,000 to $473,000 in connection with his promotion to Senior Vice President and Chief Operating Officer, effective October 1, 2022. The 2022 base salary for Ms. Belsky reflects a prorated increase from $400,000 to $426,000 in connection with her promotion to Senior Vice President and Chief Revenue Officer, effective October 1, 2022. For additional information see “Compensation Discussion and Analysis—Compensation Elements—Base Salary”.

3.The amounts shown in this column do not reflect the dollar amount actually received by the NEO, instead they represent the aggregate grant date fair value of awards granted to each NEO under our equity incentive plans, computed in accordance with ASC 718. See the notes to our audited consolidated financial statements and related notes in our Annual Report, for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock awards.
4.The amounts in this column represent the applicable NEO’s total annual performance-based cash bonus. See “Compensation Discussion and Analysis—Compensation Elements— Annual Cash Bonus Opportunity” for additional information regarding the bonus payments for the year ended December 31, 2023.
5.All other compensation for 2023 and 2022 consists of (a) $315 of life insurance premiums paid by us during such year for the benefit of the applicable NEO and (b) matching contributions in the amount of $2,500 for each such year under the Coursera 401(k) Plan made by us to the Hahn Employment Agreement,applicable NEO’s account under such plan (except for Mr. Maggioncalda). All other compensation for 2021 consists of $315 of life insurance premiums paid by us during 2021 for the boardbenefit of directors approved the grantapplicable NEO.
Coursera562024 Proxy Statement
Table of Contents
Grant of Plan-Based Awards
The following table presents information regarding grants of plan-based awards to Mr. Hahn of an option to purchase 1,250,000 shareseach of our common stock at an exercise price equalNEOs during the year ended December 31, 2023:
NameGrant Date
All other Stock Awards: Number of Shares of Stock or Units(2)
(#)
All other Option Awards: Number of Securities Underlying Options
(#)
Grant Date Fair Value per Share of Stock Awards(3)
($)
Alan B. Cardenas(1)
6/27/202367,568 —12.65
Alan B. Cardenas(1)
6/27/2023— 135,136 7.37
1.Represents plan-based awards received by Mr. Cardenas in connection with his promotion to General Counsel in May 2023.
2.Represents the fair market valuenumber of a

share of our common stock as determined by the board of directors on May 19, 2020, the date of grant (the “Hahn Option”). The Hahn Option is intended to be an ISO to the maximum extent permitted under the Code and will otherwise be an NSO. The Hahn Option vests over four years commencing on Mr. Hahn’s start date, with 25% of the shares underlying the Hahn Option vestingRSUs granted on the first anniversarydate specified.

3.Represents the grant date fair value per share of Mr. Hahn’s start date,RSUs and stock options granted during 2023, calculated in accordance with ASC 718. For information on the balance vesting in equal monthly installments over the next thirty-six (36) months, in each case subject to Mr. Hahn’s continued service with us.

The Hahn Employment Agreement includes severance and vesting acceleration provisions. However, because the Executive Severance Plan, described under “—Potential Payments upon Termination or Change in Control,” includes severance and vesting acceleration provisions that are more favorable to Mr. Hahn, the severance and vesting acceleration provisionsassumptions used in the Executive Severance Plan, rather than in the Hahn Employment Agreement, will applycalculations of these amounts, refer to Mr. Hahn.

Employment Agreement with Leah F. Belsky

We entered into an employment agreement with Ms. Belsky dated as of July 1, 2018 (the “Belsky Employment Agreement”). The Belsky Employment Agreement provides for Ms. Belsky’s at-will employment as our VP, Enterprise Solutions. Ms. Belsky became our Chief Enterprise Officer in December 2019. Beginning in March 2021, Ms. Belsky received a base salary of $345,000. In 2021, Ms. Belsky’s annual target bonus under the Executive Incentive Plan was 25% of her 2021 base salary, with the actual bonus payment determined based upon the achievement of Company performance objectives established by the Chief Executive Officer and subject to the terms of the plan and Ms. Belsky’s continued employment through the date of payment. Ms. Belsky’s annual target bonus under the FY21 Enterprise Incentive Plan was 75% of her 2021 base salary, with the actual bonus payment determined based on individual and team sales and bookings with payments advanced quarterly and earned when bookings are closed.

Pursuant to the Belsky Employment Agreement, the board of directors approved the grant to Ms. Belsky of an option to purchase 100,000 sharesNote 12 of our common stock at an exercise price equal to the fair market value of a share of our common stock as determined by the board of directors on July 11, 2018, the date of grant (the “Belsky Option”). The Belsky Option is intended to be an ISO to the maximum extent permitted under the Code and will otherwise be an NSO. The Belsky Option vested over four years commencing on July 1, 2018 start date, with 25% of the shares underlying the Belsky Option vesting on the first anniversary of July 1, 2018, and the balance vesting in equal monthly installments over the next thirty-six (36) months, in each case subject to Ms. Belsky’s continued service with us.

The Belsky Employment Agreement includes severance and vesting acceleration provisions. However, because the Executive Severance Plan, described under “—Potential Payments upon Termination or Change in Control,” includes severance and vesting acceleration provisions that are more favorable to Ms. Belsky, the severance and vesting acceleration provisions in the Executive Severance Plan, rather than in the Belsky Employment Agreement, will apply to Ms. Belsky.

Employee Assignment of Intellectual Property and Confidentiality Agreements

Each of our named executive officers has executed a form of our standard Proprietary Information and Inventions Assignment Agreement, which contains customary restrictions on disclosure of our confidential information, as well as provisions regarding the assignment of intellectual property.

Potential Payments upon Termination or Change in Control

Executive Severance Plan

On January 5, 2021, we adopted an Executive Severance Plan (the “Executive Severance Plan”) applicable to our Chief Executive Officer and certain members of our executive management team who report directly to our Chief Executive Officer (including each of our named executive officers) that is effective as of January 5, 2021. Under the Executive Severance Plan, if a named executive officer’s employment is terminated by us without “cause” (as defined in the Executive Severance Plan), and provided that he or she delivers a signed release of claimsaudited consolidated financial statements contained in our favor that becomes effective and irrevocable within sixty (60) days of his or her termination of employment and complies with all applicable restrictive covenants and contractual obligations, the named executive officer will be entitled to (i) a lump sum payment equal to the sum of (A) six (6) months of his or her then current annual base salary plus (B) an additional week of his or her then current annual base salary for every full year of employment with us prior to termination, payable on the first business day after the sixtieth (60th) day following the named executive officer’s termination of employment, and (ii) if the named executive officer elects to continue health insurance coverage under COBRA for the named executive officer and the named executive officer’s eligible dependents, payment by us of the COBRA premium for a period of six (6) months following the named executive officer’s termination of employment for such coverage as of the date of the named executive officer’s termination, payable commencing on the first business day after the sixtieth (60th) day following the named executive officer’s termination of employment.

If any named executive officer’s employment is terminated (i)(A) by the named executive officer with “good reason” (as defined in the Executive Severance Plan), or (B) by us without “cause” and (ii) such termination occurs within three (3) months prior to or twelve (12) months following a “change of control” (as such terms are defined in the Executive Severance Plan), and provided that he or she delivers a signed release of claims in our favor that becomes effective and irrevocable within sixty (60) days following the later of his or her termination of employment and the change of control, as applicable, and complies with all applicable restrictive covenants and contractual obligations, the named executive officer will be entitled to receive:

Annual Report.

a lump sum payment equal to the sum of (i) six (6) months of his or her then current annual base salary, plus (ii) an additional week of his or her then current annual base salary for every full year of employment with us prior to termination, plus (iii) the amount of any earned but unpaid bonus attributable to the fiscal year preceding the year in which the termination of employment occurs, plus (iv) a pro-rated portion of the named executive officer’s then current target annual bonus;

if the named executive officer elects to continue health insurance coverage under COBRA for the named executive officer and the named executive officer’s eligible dependents, payment by us of the COBRA premium for a period of six (6) months following the named executive officer’s termination of employment for such coverage as of the date of the named executive officer’s termination, payable commencing on the first business day after the sixtieth (60th) day following the named executive officer’s termination of employment; and

full acceleration of service-based vesting of all equity compensation awards subject only to service-based vesting granted under our 2014 Executive Stock Incentive Plan, our 2013 Stock Incentive Plan, our 2021 Stock Incentive Plan, or any other equity incentive plan of the Company, and outstanding during the term of the Executive Severance Plan, without regard to whether the named executive officer’s termination is during or after the expiration or termination of Executive Severance Plan.

In addition, in the event any of the payments or benefits provided for under the Executive Severance Plan or that are otherwise paid or will become payable to a named executive officer would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the named executive officer would be entitled to receive either full payment of such payments and benefits or such lesser amount which would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the named executive officer.

To the extent that an eligible named executive officer participates in any other plan or has entered into another agreement with us that also provides for one or more of the severance benefits provided under the Executive Severance Plan, then with respect to each such payment or benefit, the named executive officer will be entitled to receive either (i) such payment or benefit under such other agreement or (ii) the payment or benefit provided under the Executive Severance Plan, whichever of the foregoing results in the receipt by the named executive officer on an after-tax basis of the greater payment or benefit, and provided that the named executive officer does not receive any duplication of payments or benefits.

The Executive Severance Plan has an initial term ending on the third anniversary of its effective date, and automatically renews for successive additional terms of three years unless terminated or amended by the LDEIC committee at the end of the initial term or additional term, as applicable. If a change of control occurs when there are fewer than twelve months remaining in the term, then the term extends automatically through the date that is twelve months following the change of control.

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information regarding outstanding equity awards for each of our named executive officersNEOs as of December 31, 2021:

          Option Awards   Stock Awards 

Name

  Date Granted  Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)		   Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)		   Option
Exercise Price
($)		   Option
Expiration
Date		   Number of
Shares
or Units of
Stock that
have not
Vested (#)		   Market Value
of Shares or
Units of Stock
that have not
Vested ($)		 

Jeffrey N. Maggioncalda

   7/13/2017(1)   3,705,875    —      2.56    7/13/2027    —      —   
   11/18/2020(1)   —      700,000    15.17    11/18/2030    —      —   
   11/18/2020(2)   —      —      —      —      333,000    8,138,520 
   11/30/2021(3)   —      150,740    29.99    11/30/2031    —    —   
   11/30/2021(4)   —      —      —      —      75,370    1,842,043 

Kenneth R. Hahn

   5/19/2020(1)   203,128    755,209    6.06    5/19/2030    —      —   
   12/7/2020(5)   —      —      —      —      80,000    1,955,200 
   11/30/2021(3)   —      90,444    29.99    11/30/2031    —      —   
   11/30/2021(4)   —      —      —      —      45,222    1,105,226 

Leah F. Belsky

   7/11/2018(1)   —      14,584    2.23    7/11/2018    —      —   
   8/29/2018(1)   38,790    16,667    2.23    8/29/2028    —      —   
   8/27/2019(1)   41,127    62,500    6.30    8/27/2029    —      —   
   8/18/2020(1)   53,000    106,000    7.91    8/18/2030    —      —   
   8/18/2020(6)   —      —      —      —      36,438    890,545 
   12/7/2020(5)   —      —      —      —      180,000    4,399,200 
   11/30/2021(3)   —      75,370    29.99    11/30/2031    —      —   
   11/30/2021(4)   —      —      —      —      37,685    921,021 

2023:
Stock Option AwardsStock Awards
NameDate GrantedNumber of Securities Underlying Unexercised Options Exercisable
(#)		Number of Securities Underlying Unexercised Options Unexercisable (#)Option Exercise
Price
($)		Option Expiration DateNumber of Shares or Units of Stock that have not Vested
 (#)		Market Value of Shares or Units of Stock that have not Vested
($)
Jeffrey N. Maggioncalda
7/13/2017(1)
2,270,874 (2)—2.567/13/2027——
11/18/2020(1)
452,083 247,917 15.1711/18/2030——
11/18/2020(3)
————124,875 2,418,829 
11/30/2021(4)
81,651 69,089 29.9911/30/2031——
11/30/2021(5)
————42,396 821,211 
9/30/2022(8)
————1,825,222 35,354,550 
Kenneth R. Hahn
5/19/2020(1)
715,217 130,209 6.065/19/2030——
12/7/2020(6)
————45,000 871,650 
11/30/2021(4)
41,453 48,991 29.9911/30/2031——
11/30/2021(5)
————25,438 492,734 
9/30/2022(8)
————425,886 8,249,412 
(1)
Coursera

25% of the total number of shares of stock subject to this option will vest on the first anniversary of the vesting commencement date (as defined in the stock option agreement) and 1/48th of the total number of shares of stock subject to the option will vest in monthly installments for 36 months thereafter, subject to the named executive officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.

(2)57

These RSUs were granted subject to a service based vesting condition as well as a liquidity event vesting condition. The liquidity event vesting condition was satisfied on the closing of our initial public offering. As a result, 25% of the RSUs will vest on May 15, 2022, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the named executive officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.

2024 Proxy Statement

(3)

25%

Table of the total number of shares subject to this option will vest on February 15, 2023, with the remaining 75% of the shares subject to this option vesting in 36 equal monthly installments thereafter, subject to the named executive officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.

Contents
Stock Option AwardsStock Awards
NameDate GrantedNumber of Securities Underlying Unexercised Options Exercisable
(#)		Number of Securities Underlying Unexercised Options Unexercisable (#)Option Exercise
Price
($)		Option Expiration DateNumber of Shares or Units of Stock that have not Vested
 (#)		Market Value of Shares or Units of Stock that have not Vested
($)
Leah F. Belsky
7/11/2018(1)
14,584—2.237/11/2028——
8/29/2018(1)
16,667—2.238/29/2028——
8/27/2019(1)
33,479 —6.38/27/2029——
8/18/2020(1)
36,438 26,500 7.918/18/2030——
8/18/2020(7)
————9,938 192,499 
12/7/2020(6)
————101,250 1,961,213 
11/30/2021(4)
34,544 40,826 29.9911/30/2031——
11/30/2021(5)
————21,198 410,605 
9/30/2022(8)
————608,408 11,784,863 
Shravan K. Goli
5/15/2018(1)
131,251 —2.235/15/2028——
8/18/2020(1)
37,926 20,000 7.918/18/2030——
8/18/2020(7)
————7,500 145,275 
12/7/2020(6)
————73,125 1,416,431 
11/30/2021(4)
27,635 32,661 29.9911/30/2031——
11/30/2021(5)
————16,959 328,496 
9/30/2022(8)
————608,408 11,784,863 
Alan B. Cardenas
10/07/2021(9)
————24,172 468,212 
4/28/2022(10)
————28,627 554,505 
10/31/2022(8)
————55,806 1,080,962 
6/27/2023(11)
————59,122 1,145,193 
6/27/2023(12)
16,892 118,244 12.656/27/2033——
1.25% of the total number of shares of stock subject to this option vested on the first anniversary of the vesting commencement date (as defined in the stock option agreement) and 1/48th of the total number of shares of stock subject to the option will vest in monthly installments for 36 months thereafter, subject to the Named Executive Officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
2.Out of 2,270,874 shares, 1,389,673 shares are held by Mr. Maggioncalda’s spouse, 272,727 shares are held by the Maggioncalda Family Trust of 2022, for which Mr. Maggioncalda’s spouse and child serve as trustees, and 181,818 shares are held by the Jeffrey N. Maggioncalda Trust of 2022, for which Mr. Maggioncalda serves as a trustee.
3.These RSUs were granted subject to a service-based vesting condition as well as a liquidity event vesting condition. The liquidity event vesting condition was satisfied on the closing of our IPO. As a result, 25% of the RSUs vested on May 15, 2022, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
(4)
Coursera

25% of the RSUs will vest on February 15, 2023, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the named executive officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.

58		2024 Proxy Statement
(5)

These RSUs were granted subject to a service based vesting condition as well as a liquidity event vesting condition. The liquidity event vesting condition was satisfied on the closing

Table of our initial public offering. As a result, 25% of the RSUs will vest on May 15, 2023, with the remaining 75% of the RSUs vesting in eight equal quarterly installments thereafter, subject to the named executive officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.

Contents
4.25% of the total number of shares subject to this option vested on February 15, 2023, with the remaining 75% of the shares subject to this option vesting in 36 equal monthly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
5.25% of the RSUs vested on February 15, 2023, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
6.These RSUs were granted subject to a service-based vesting condition as well as a liquidity event vesting condition. The liquidity event vesting condition was satisfied on the closing of our IPO. As a result, 25% of the RSUs vested on May 15, 2023, with the remaining 75% of the RSUs vesting in eight equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
7.These RSUs were granted subject to a service-based vesting condition as well as a liquidity event vesting condition. The liquidity event vesting condition was satisfied on the closing of our IPO. As a result, 25% of the RSUs vested on August 15, 2021, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
8.6.25% of the RSUs vested on November 15, 2022, with the remaining 93.75% vesting in 15 equal quarterly installments thereafter, subject to the named NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
9.25% of the RSUs vested on August 15, 2022, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
10.25% of the RSUs vested on February 15, 2023, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
11.6.25% of the RSUs vested on August 15, 2023, with the remaining 93.75% vesting in 15 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
12.6.25% of the total number of shares subject to this option vested on August 15, 2023, with the remaining 93.75% of the shares subject to this option vesting in 15 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.
Stock Option Exercises and Stock Vested
The following table provides information about the exercise of stock options and vesting of stock awards for each of our NEOs during the year ended December 31, 2023:
Stock Option AwardsStock Awards
NameNumber of
Shares Acquired
on Exercise
 (#)		Value Realized
on Exercise
($)		Number of
 Shares Acquired
on Vesting
 (#)		Value Realized
on Vesting
 ($)
Jeffrey N. Maggioncalda1,435,001 20,043,931 779,941 12,271,174 
Kenneth R. Hahn112,911 1,480,803 209,652 3,252,982 
Leah F. Belsky130,000 717,226 329,726 5,085,994 
Shravan K. Goli530,845 6,589,492 301,303 4,667,111 
Alan B. Cardenas— — 64,815 1,034,893 
(6)
Coursera

These RSUs were granted subject to a service based vesting condition as well as a liquidity event vesting condition. The liquidity event vesting condition was satisfied on the closing of our initial public offering. As a result, 25% of the RSUs vested on August 15, 2021, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the named executive officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.

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Equity Compensation Plan Information

The following table summarizes the number of shares of common stock to be issued upon the exercise of outstanding options, warrants, and rights granted to our employees, consultants, and directors, as well as the number of shares of common stock remaining available for future issuance under our equity compensation plans as of December 31, 2021.

   Number of securities
to be issued upon exercise
of outstanding
options, warrants and
rights (a)(1)		   Weighted average
exercise price of
outstanding options,
warrants and
rights (b)		  Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))		 

Equity compensation plans approved by security holders

   30,388,160   $4.25(2)   16,905,525(3) 

Equity compensation plans not approved by security holders

   —      —     —   
  

 

 

   

 

 

  

 

 

 

Total

   30,388,160   $4.25   16,905,525 
  

 

 

   

 

 

  

 

 

 

2023.
(1)
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights
 (a)
(#)

Includes the 2021 Stock Incentive Plan (the “2021 Plan”Weighted Average
Exercise Price of Outstanding Options, Warrants, and Rights
(b)
($), but does

Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation Plans (excluding Securities
Reflected in Column (a))
Equity compensation plans approved by security holders29,526,184 
2.66(2)
16,913,085(3)
Equity compensation plans not include future rights to purchase common stock under the 2021 Employee Stock Purchase Plan (the “ESPP”), which depend on a number of factors described in the ESPP and will not be determined until the end of the applicable purchase period.

approved by security holders		—— —
Total29,526,184 
2.66(2)
16,913,085(3)
(2)

The weighted-average exercise price takes into account 7,387,288 shares under approved plans issuable upon vesting of outstanding RSUs, which have no exercise price. The weighted average exercise price solely with respect to options outstanding under the approved plans is $5.62.

(3)

Represents 14,333,573 shares available for future issuance under the 2021 Plan and 2,571,952 shares available for future issuance under the ESPP as of December 31, 2021.

1.Includes the 2021 Plan, but does not include future rights to purchase common stock under the 2021 ESPP, which depend on a number of factors described in the ESPP and will not be determined until the end of the applicable purchase period.
2.The weighted-average exercise price takes into account 18,361,046 shares under approved plans issuable upon vesting of outstanding RSUs, which have no exercise price. The weighted average exercise price solely with respect to options outstanding under the approved plans is $7.03.
3.Represents 12,605,201 shares available for future issuance under the 2021 Plan and 4,307,884 shares available for future issuance under the ESPP as of December 31, 2023. The 2021 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year for a period of ten years beginning in 2022,2023, equal to the lesser of (x) 5% of the number of shares of common stock outstanding on the last day of the immediately preceding fiscal year or (y) such lesser amount that our

board of directors Board determines for purposes of the annual increase for that fiscal year. As of January 1, 2022,2024, the 2021 Plan was increased by 7,095,3027,766,026 shares pursuant to such evergreen provision.

The ESPP contains an “evergreen” provision, pursuant to which the number of shares of common stock available for purchase under such plan shall be increased on the first day of each year for a period of ten years beginning in 2022, equal to the least of (x) 1% of the number of shares of common stock outstanding on such date, (y) 11,000,000 shares, or (z) a lesser amount determined by our board of directors.Board. As of January 1, 2022,2024, the ESPP was increased by 1,419,0601,553,205 shares pursuant to such evergreen provision.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Employment Arrangements with our Named Executive Officers
We have entered into employment offer letters with each of our NEOs, each of which are included as exhibits to our Annual Report. Each of these offer letters provide for at-will employment. In filling each of our executive positions, we recognized the need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. At the same time, in formulating these compensation packages, we were sensitive to the need to integrate these individuals into the executive compensation structure, balancing both competitive and internal equity considerations. In addition, each of our executive officers are eligible to receive severance and change in control benefits under the terms of our Executive Severance Plan described in the “Potential Payments upon Termination or Change in Control” section below.
Potential Payments upon Termination or Change in Control
Executive Severance Plan
On and effective as of January 5, 2021, we adopted an Executive Severance Plan (the “Executive Severance Plan”) applicable to our CEO and certain members of our executive management team who report directly to our CEO (including each of our NEOs) that provides severance and change in control benefits as described below.
Outside of a change in control. Under the Executive Severance Plan, if an executive officer’s employment is terminated by us without “cause” (as defined in the Executive Severance Plan) outside of a “change in control” (as defined in the Executive Severance Plan), and provided that the executive officer delivers a signed release of claims in our favor that becomes effective and irrevocable within sixty
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(60) days of termination of employment and complies with all applicable restrictive covenants and contractual obligations, the executive officer will be entitled to (i) a lump sum payment equal to the sum of (A) six (6) months of the current annual base salary plus (B) an additional week of the current annual base salary for every full year of employment with us prior to termination, payable on the first business day after the sixtieth (60th) day following the executive officer’s termination of employment, and (ii) if the executive officer elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the executive officer and the executive officer’s eligible dependents, payment by us of the COBRA premium for a period of six (6) months following the executive officer’s termination of employment.
In connection with a change in control. If any executive officer’s employment is terminated (i)(A) by the executive officer with “good reason” (as defined in the Executive Severance Plan), or (B) by us without “cause” and (ii) such termination occurs within three (3) months prior to or twelve (12) months following a “change of control” (as such terms are defined in the Executive Severance Plan), and provided that the executive officer delivers a signed release of claims in our favor that becomes effective and irrevocable within sixty (60) days following the later of termination of employment and the change of control, as applicable, and complies with all applicable restrictive covenants and contractual obligations, the executive officer will be entitled to receive:
•a lump sum payment equal to the sum of (i) six (6) months of the current annual base salary, plus (ii) an additional week of the current annual base salary for every full year of employment with us prior to termination, plus (iii) the amount of any earned but unpaid bonus attributable to the fiscal year preceding the year in which the termination of employment occurs, plus (iv) a lump sum payment equal to 100% of the current target annual cash bonus pro-rated for the number of days in the calendar year that have elapsed prior to the change of control;
•if the executive officer elects to continue health insurance coverage under COBRA for the executive officer and the executive officer’s eligible dependents, payment by us of the COBRA premium for a period of six (6) months following the executive officer’s termination of employment; and
•full acceleration of service-based vesting of all outstanding equity compensation awards.
In addition, in the event any of the payments or benefits provided for under the Executive Severance Plan or that are otherwise paid or will become payable to an executive officer would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the executive officer would be entitled to receive either full payment of such payments and benefits or such lesser amount which would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the executive officer.
The Executive Severance Plan has an initial term ending on the third anniversary of its effective date, and automatically renews for successive additional terms of three years unless terminated or amended by the LDEIC committee at the end of the initial term or additional term, as applicable. If a change of control occurs when there are fewer than 12 months remaining in the term, then the term extends automatically through the date that is 12 months following the change of control.
Other Severance Arrangements
The Executive Severance Plan provides that, to the extent that an eligible executive officer participates in any other plan or has entered into another agreement with us that also provides for one or more of the severance benefits provided under the Executive Severance Plan, then with respect to each such payment or benefit, the executive officer will be entitled to receive either (i) such payment or benefit under such other agreement, or (ii) the payment or benefit provided under the Executive Severance Plan, whichever of the foregoing results in the receipt by the executive officer on an after-tax basis of the greater payment or benefit, and provided that the executive officer does not receive any duplication of payments or benefits.
The benefits under the Executive Severance Plan are generally more favorable than the executive officer’s respective offer letters and therefore would generally control. However, in the event of Mr. Maggioncalda’s termination outside of a change in control event, the cash severance benefits he would be entitled to receive are generally more favorable under his offer letter dated June 1, 2017 (the “Maggioncalda Employment Agreement”) than under the Executive Severance Plan. The Maggioncalda Employment Agreement provides
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that if he is terminated by us without “cause” or experiences a “constructive termination” (as such terms are defined in the Maggioncalda Employment Agreement), and provided that he delivers a signed release of claims in our favor that becomes effective and irrevocable within sixty (60) days of his termination of employment, Mr. Maggioncalda will be entitled to a lump sum payment equal to the sum of twelve (12) months of his then current annual base salary plus his full target bonus for the calendar year of his termination.
The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment, assuming such NEO’s termination of employment with us occurred on December 31, 2023 and where relevant, that a change in control occurred on December 31, 2023.
Upon a Termination Without Cause -
No Change of Control
Upon a Termination Without Cause or for Good Reason - Change of Control
Name
Cash Severance ($)(1)
Continuation of Medical Benefits
($)(2)
Value of Accelerated Vesting
($)
Total
 ($)
Cash Severance ($)(3)
Continuation of Medical Benefits
($)(2)
Value of Accelerated Vesting
($)(4)
Total
($)
Jeffrey N. Maggioncalda652,000 13,013 — 665,013 652,000 13,013 39,635,841 40,300,854 
Kenneth R. Hahn238,413 18,742 — 257,155 537,663 18,742 11,346,878 11,903,283 
Leah F. Belsky253,962 18,742 — 272,704 679,962 18,742 14,652,870 15,351,574 
Shravan K. Goli281,981 6,543 — 288,524 660,381 6,543 13,904,265 14,571,189 
Alan B. Cardenas194,052 14,621 — 208,673 374,244 14,621 794,600 1,183,465 
1.For Mr. Maggioncalda, the cash severance amount represents the value of 12 months of annual base salary plus his 2023 target cash bonus, pursuant to the Maggioncalda Employment Agreement. For all other NEOs, the cash severance amount represents the value of 6 months of such executive’s annual base salary plus an additional week of such executive’s then current annual base salary for every full year of employment with us prior to termination, pursuant to the Executive Severance Plan. As of December 31, 2023, the length of employment for the NEOs was as follows: 3 years for Mr. Hahn; 5 years for each of Ms. Belsky and Mr. Goli; and 2 years for Mr. Cardenas.
2.Represents the value of 6 months of the applicable NEO’s COBRA premium based on the NEO’s coverage elections as of December 31, 2023 and the cost of coverage for 2023.
3.For Mr. Maggioncalda, the cash severance amount represents the value of 12 months of annual base salary plus his 2023 target cash bonus, pursuant to the Maggioncalda Employment Agreement. For all other NEOs, the cash severance amount represents the value of 6 months of such executive’s annual base salary, an additional week of such executive’s then current annual base salary for every full year of employment with us prior to termination, and the executive’s 2023 target cash bonus.
4.Represents the value of the applicable NEO’s accelerated equity compensation awards as of December 31, 2023, based on a closing price of $19.37 per share of our common stock on December 29, 2023.
Nonqualified Deferred Compensation
None of our NEOs participates in or has account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our Board or the LDEIC committee may elect to provide our executive officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.
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CEO Pay Ratio
As required by SEC rules, we are providing the following information about the relationship between the annual total compensation of Jeffrey N. Maggioncalda, our President, CEO, and Director, and the median of the annual total compensation of all our employees (other than Mr. Maggioncalda) for 2023:
•The median of the annual total compensation of our employees (other than Mr. Maggioncalda) for 2023 was $178,059. Mr. Maggioncalda’s annual total compensation for 2023, as reported in the 2023 Summary Compensation Table above, was $606,815.
Based on the above, the ratio of our CEO's annual total compensation for 2023 to the median of the annual total compensation of our employees for 2023 was 3 to 1. We believe this pay ratio to be a reasonable estimate, calculated in a manner consistent with SEC rules. Please note that this pay ratio is significantly lower than we anticipate may be the case in future years because our CEO, Mr. Maggioncalda, did not receive an equity award in 2023.
Methodology. The methodology and the material assumptions, adjustments, and estimates used to identify the median of the annual total compensation of all our employees for 2023 were based on the following:
•The median of the annual total compensation of all our employees was determined from all full-time, part-time, seasonal, and temporary employees as of December 31, 2023, the last day of our fiscal year (the “Determination Date”). We determined that, as of December 31, 2023, the global employee population of our Company, including our consolidated subsidiaries, consisted of 1,260 employees (other than our CEO), with 645 located in the U.S, and 615 located outside the U.S. in Australia, Bulgaria, Canada, France, Germany, India, Saudi Arabia, Singapore, the United Arab Emirates, and the United Kingdom. In addition, we have 35 personnel retained by professional employer organizations and staffing agencies in certain international locations, who are not considered employees and accordingly not included in our employee population for purposes of determining the median employee. We did not include these or any other contractors or other non-employee workers in our employee population.
•To identify our median employee, we used a consistently applied compensation measure consisting of the actual base salary, the actual annual short-term incentive compensation, and the grant date fair value of equity awards granted to our employees for the 12-month period from January 1, 2023 through December 31, 2023. We annualized the base salaries for all permanent employees who did not work for the entire measurement period. We selected the foregoing compensation elements because they represented our principal broad-based compensation elements.
•Payments made in currencies other than U.S. dollars were converted to U.S. dollars using the applicable currency exchange rate in effect as of December 31, 2023. We did not make any cost-of-living adjustments.
Using this approach, we identified the individual at the median of our employee population who was the best representative of our employee population. The individual was a full-time employee based in the U.S. We calculated this employee’s 2023 annual total compensation using the same methodology that we use for determining the annual total compensation of our NEOs as reported in the 2023 Summary Compensation Table above.
Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.
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Pay Versus Performance
As discussed in our Compensation Discussion and Analysis, our executive compensation program is designed to reflect a strong focus on pay-for-performance to align our executives’ interests with those of our stockholders. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between NEOs’ “compensation actually paid” (computed in accordance with Item 402(v) of Regulation S-K) and certain financial performance of Coursera. Use of the term “compensation actually paid” is required by the SEC’s rules, and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals for the fiscal years listed below. The LDEIC committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
The following table sets forth certain information with respect to Coursera’s financial performance and the compensation paid to our NEOs for the years ended December 31, 2023, 2022, and 2021. Since Coursera completed its initial public offering in 2021, data from fiscal year 2020 is excluded from the disclosure.
Pay Versus Performance
Year
Summary Compensation Table Total for PEO(1)
($)
Compensation Actually Paid for PEO(1)(2)
($)
Average Summary Compensation Table Total for Non-PEO NEOs(1)
($)
Average Compensation Actually Paid for Non-PEO NEOs(1)(3)
($)
Value of Initial Fixed $100
Investment Based On:
Net Loss(6)
($)
Company-Selected Measure: Revenue(7)
Total Stockholder Return(4)
($)
Peer Group Total Stockholder Return(5)
($)
2023606,815 21,167,681 1,147,438 6,956,657 43 122 (116,554,000)653,764,000 
202229,125,117 19,912,519 8,187,742 3,365,035 26 77 (175,357,000)523,756,000 
20215,379,682 9,345,753 3,236,763 7,134,050 54 120(145,215,000)415,287,000 
1.Mr. Maggioncalda served as our CEO, our principal executive officer (“PEO”) for the entirety of the years ended December 31, 2021, 2022, and 2023. Our non-PEO NEOs for the year ended December 31, 2023 were Mr. Hahn, Ms. Belsky, Mr. Goli, and Mr. Cardenas, for the year ended December 31, 2022 were Mr. Hahn, Ms. Belsky, Mr. Goli, and Mr. Jacquet, and for the year ended December 31, 2021 were Mr. Hahn and Ms. Belsky.
2.Represents the amount of “compensation actually paid” to Mr. Maggioncalda, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Maggioncalda during the applicable year. Rather, in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Maggioncalda’s total compensation for 2023 to determine the compensation actually paid:
PEO
202320222021
Summary Compensation Table - Total Compensation$606,815 $29,125,117 $5,379,682 
—Grant Date Fair Value of Stock Awards and Option Awards Granted in 2023*— 28,619,477 4,707,067 
+Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in 2023*— 29,444,148 3,651,103 
+Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Years*16,824,901 (9,103,920)291,279 
+Fair Value at Vesting of Stock Awards and Option Awards Granted in 2023 that Vested During Fiscal 2023*— 2,324,665 — 
+Year-over-Year Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Years for Which Applicable Vesting Conditions Were Satisfied During 2023*3,735,965 (3,258,014)4,730,756 
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PEO
202320222021
—Fair Value as of Prior Year-End of Stock Awards and Option Awards Granted in Prior Years that Failed to Meet Applicable Vesting Conditions During 2023*— — — 
=Compensation Actually Paid for 2023$21,167,681 $19,912,519 $9,345,753 
*    Equity values are calculated in accordance with ASC 718, and the valuation methodology used to calculate fair values did not materially differ from those disclosed at the time of grant.
3.Represents the average amount of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. Rather, in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to their total compensation for 2023 to determine the compensation actually paid.
Non-PEO NEO Average
202320222021
Summary Compensation Table - Total Compensation$1,147,438 $8,187,742 $3,236,763 
—Grant Date Fair Value of Stock Awards and Option Awards Granted in 2023*462,584 7,631,863 2,588,888 
+Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in 2023*672,284 7,769,994 2,008,107 
+Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Years*4,317,537 (4,476,006)313,218 
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During 2023*91,349 716,762 — 
+Year-over-Year Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Years For Which Applicable Vesting Conditions Were Satisfied During 2023*1,190,633 (1,201,594)4,164,850 
—Fair Value as of Prior Year-End of Stock Awards and Option Awards Granted in Prior Years that Failed to Meet Applicable Vesting Conditions During 2023*— — — 
=Compensation Actually Paid for 2023$6,956,657 $3,365,035 $7,134,050 
*    Equity values are calculated in accordance with ASC 718, and the valuation methodology used to calculate fair values did not materially differ from those disclosed at the time of grant.
4.In accordance with Item 402(v) of Regulation S-K , the comparison assumes $100 was invested in our common stock as of the close of the day of our IPO on March 31, 2021. Historic stock price performance is not necessarily indicative of future stock price performance.
5.The Total Stockholder Return (“TSR”) Peer Group consists of the S&P North American Technology Software Index, an independently prepared index. The amount for 2021 in this column has been corrected from the disclosure contained in our 2023 definitive proxy statement.
6.Net loss amounts reported on a GAAP basis.
7.As noted in our Compensation Discussion and Analysis, for 2023, our LDEIC committee determined that revenue growth continues to be viewed as a key metric of our business performance and aligned with long-term stockholder value creation.
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Tabular List
As described in greater detail in “Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. The following list presents the financial and other performance measures that Coursera considers to have been the most important measures used to link the compensation actually paid to our NEOs, for 2023, to Coursera’s performance (each as defined and described in the “Compensation Discussion and Analysis” section above):
•Revenue
•Enterprise Bookings
•New Student Degree Revenue
Description of Relationship Between Pay and Performance
"Compensation actually paid" in the tables above is calculated pursuant to SEC rules and reflects cash compensation actually paid as well as changes to the fair values of equity awards during the applicable fiscal years based on year-end or vesting date stock prices, various accounting valuation assumptions, and projected performance modifiers, and does not reflect the actual amounts earned by our NEOs. Compensation actually paid fluctuates annually largely due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals.
Because "compensation actually paid" set forth in the tables above does not reflect the actual amount earned by our NEOs, we do not use this measure for understanding how NEO pay aligns with our company performance. For a discussion of how our compensation committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see “Compensation Discussion and Analysis” in this Proxy Statement and in last year’s proxy statement filed with the SEC.
The following graphs show the relationship of compensation actually paid, as calculated under the SEC rules, to our PEO and non-PEO NEOs for 2023, 2022 and 2021 to (1) the total stockholder return for Coursera and for the S&P North American Technology Software Index (our TSR Peer Group), (2) our net loss, and (3) our revenue.
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2748779194078
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Proposal 2:
Non-Binding Advisory Vote to Approve Coursera’s Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act require that we provide our stockholders with the opportunity to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. As described under the heading “Executive Compensation — Compensation Discussion and Analysis,” our executive compensation programs are designed to attract and retain our executive officers, who are critical to our success. Under these programs, our executive officers are rewarded for the achievement of annual and long-term corporate objectives, and the creation of increased stockholder value. Please read the Compensation Discussion and Analysis for additional details about our executive compensation programs, including information about the 2023 compensation of our NEOs.
We are asking our stockholders to indicate their support for our NEO compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the vote relates to the compensation of our NEOs as a whole, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. Accordingly, we ask our stockholders to vote for the following resolution at the Annual Meeting:
“RESOLVED, that the stockholders of the Company approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis section and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure).”
Because this vote is advisory, it will not be binding upon the Board or the LDEIC committee and may not be construed as overruling any decision by the Board or the LDEIC committee. However, the LDEIC committee will consider the outcome of the vote when evaluating the effectiveness of our compensation policies and procedures and in connection with its future executive compensation determinations.
VOTE
The Board of Directors Recommends Voting “FOR” the Approval, on a Non-Binding Advisory Basis, of the Compensation Paid to our Named Executive Officers.
Coursera682024 Proxy Statement
Table of Contents
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of March 1, 2022February 29, 2024 as to shares of our common stock beneficially owned by: (1) each person who is known by us to own beneficially more than 5% of our common stock, (2) each of our named executive officersNEOs listed in the Summary Compensation Table for 2023, (3) each of our directors and director nominees, and (4) all of our current directors and executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or itsuch person possesses sole or shared voting or investment power over that security, including stock options and warrants, that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on 143,362,938 shares157,121,589 shares of common stock outstanding as of March 1, 2022.

February 29, 2024.

In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable, or RSUs that vest, in each case, within 60 days of March 1, 2022.February 29, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Except as otherwise set forth in footnotes to the table below, the address of each of the persons listed below is c/o Coursera, Inc., 381 E. Evelyn Ave.Avenue, Mountain View, California 94041, and the person listed has sole voting and dispositive power over the shares reported.

Name and address of beneficial owner

  Number of
shares
beneficially
owned		   Percentage of
shares
beneficially
owned		 

Named Executive Officers and Directors:

    

Jeffrey N. Maggioncalda(1)

   3,667,570    2.5% 

Kenneth R. Hahn(2)

   324,553    * 

Leah F. Belsky(3)

   517,298    * 

Andrew Y. Ng(4)

   8,825,048    6.1% 

Carmen Chang(5)

   2,205,883    1.5% 

Amanda M. Clark

   15,625    * 

L. John Doerr(6)

   7,282,184    5.1% 

Theodore R. Mitchell(7)

   71,875    * 

Scott D. Sandell(8)

   15,867,769    11.1% 

Sabrina L. Simmons(9)

   84,375    * 

All current executive officers and directors as a group (20 persons)(10)

   39,910,703    26.4% 

5% Stockholders:

    

Entities affiliated with New Enterprise Associates 13, Limited Partnership(11)

   15,867,769    11.1% 

Entities affiliated with G Squared(12)

   12,197,337    8.5% 

Baillie Gifford & Co(13)

   17,260,597    12.0% 

Norges Bank (The Central Bank of Norway)(14)

   7,928,331    5.5% 

Capital Research Global Investors(15)

   7,253,098    5.1% 

The Vanguard Group(16)

   8,930,050    6.2% 

Name and Address of Beneficial Owner
Number of Shares Beneficially Owned
(#)
Percentage of Shares Beneficially Owned
(%)
NEOs and Directors:

Leah F. Belsky(1)
329,640*
Alan B. Cardenas(2)
41,339*
Carmen Chang(3)
2,233,6921.4 
Amanda M. Clark41,691*
Shravan K. Goli(4)
262,865*
Kenneth R. Hahn(5)
918,967*
Jeffrey N. Maggioncalda(6)
3,191,7992.0 
Christopher D. McCarthy9,777*
Theodore R. Mitchell(7)
162,225*
Susan W. Muigai—*
Andrew Y. Ng(8)
7,466,8884.7 
Scott D. Sandell(9)
12,883,1198.2 
Sabrina L. Simmons(10)
161,023*
*
Coursera

Represents beneficial ownership of less than 1%.

(1)69

Includes (i) options to purchase 2,095,322 shares of common stock that are exercisable within 60 days of March 1, 2022, held by Mr. Maggioncalda, and (ii) options to purchase 1,571,491 shares of common stock that are exercisable within 60 days of March 1, 2022, held by Anne Maggioncalda, Mr. Maggioncalda’s spouse.

2024 Proxy Statement

(2)

Includes options to purchase 307,295 shares

Table of common stock that are exercisable within 60 days of March 1, 2022.

(3)

Includes options to purchase 175,334 shares of common stock that are exercisable within 60 days of March 1, 2022.

(4)

Includes options to purchase 1,220,000 shares of common stock that are exercisable within 60 days of March 1, 2022.

(5)

Consists of shares of common stock held by NEA 17 (as defined below). See footnote (9) below.

(6)

Represents (i) 5,675,695 shares of common stock held by KPCB Holdings, Inc., as nominee for the accounts of Kleiner Perkins Caufield & Byers XIV, LLC (“KPCB XIV”) and KPCB XIV Founders Fund, LLC (“KPCB XIV FF” and collectively with KPCB XIV, the “KPCB Entities”), (ii) 862,996 shares of common stock held of record by WindyHill, LLC (“WindyHill”), (iii) 14,030 shares of common stock held by The Austin 1999 Trust Dated May 25, 1999 for which John Doerr serves as trustee, (iv) 14,030 shares of common stock held by The Hampton 1999 Trust Dated May 25, 1999 for which John Doerr serves as trustee, (v) 149,104 shares of common stock held by Vallejo Ventures Trust for which John Doerr and his spouse serve as trustees, (vi) 15,652 shares of common stock held by KPIC, LLC, of which Vallejo Ventures Trust is the sole member, (vii) 1,471shares of common stock held by Lupum Ventures, LLC, of which the managing member is Vallejo Ventures Trust and (viii) 549,206 shares of common stock held by Portico Libre, LLC, of which Vallejo Ventures Trust is the sole member. The managing member of the KPCB Entities is KPCB XIV Associates, LLC (“KPCB XIV Associates”). John Doerr, a managing member of KPCB XIV Associates, exercises shared voting and dispositive control over the shares held by the KPCB Entities and by KPCB XIV Associates. The shares held by WindyHill are held indirectly by John Doerr, who holds voting and dispositive power over these shares.

(7)

Includes options to purchase 71,875 shares of common stock that are exercisable within 60 days of March 1, 2022.

(8)

Consists of shares of common stock held by NEA 13 and NEA 17 (each, as defined below). See footnote (11) below.

(9)

Includes exercisable options to purchase 84,375 shares of common stock vesting within 60 days of March 1, 2022.

(10)

Consists of (i) 32,011,483 shares of common stock beneficially owned, directly or indirectly, by our current executive officers and directors and (ii) options to purchase 7,783,095 shares of common stock that are exercisable within 60 days of March 1, 2022.

(11)

According to Amendment No. 1 to Schedule 13G filed on February 7, 2022 by, New Enterprise Associates 13, L.P. (“NEA 13”), represents (i) 13,661,886 shares of common stock held of record by NEA 13 and (ii) 2,205,883 shares of common stock held of record by New Enterprise Associates 17, L.P. (“NEA 17”). The shares held by NEA 13 are held indirectly by NEA Partners 13, L.P. (“NEA Partners 13”), which is the sole general partner of NEA 13, NEA 13 GP, LTD (“NEA 13 LTD”), the sole general partner of NEA Partners 13, and each of the individual directors of NEA 13 LTD. The shares held by NEA 17 are held indirectly by NEA Partners 17, L.P. (“NEA Partners 17”), which is the sole general partner of NEA 17, NEA 17 GP, LLC (“NEA 17 LLC”), the sole general partner of NEA Partners 17, and each of the individual managers of NEA 17 LLC. The individual directors of NEA 13 LTD (the “Directors”) are Forest Baskett, Patrick Kerins, and Scott Sandell, and the individual managers (the “Managers”) of NEA 17 LLC are Forest Baskett, Ali Behbahani, Carmen Chang, Anthony Florence, Liza Landsman, Mohamad Makhzoumi, Joshua Makower, Edward Mathers, Peter Sonsini, Paul Walker, Rick Yang, and Scott D. Sandell. The Directors and the Managers share voting and dispositive power over the shares held directly by NEA 13 and NEA 17, respectively. The address of the principal business office of each of the above entities is 1954 Greenspring Drive, Suite, 600, Timonium, MD 21093.

(12)

Consists of (i) 3,628,987 shares of common stock held of record by G Squared Opportunities ICAV, (ii) 3,571,274 shares of common stock held of record by G Squared Opportunities Fund IV LLC, (iii) 2,130,506 shares of common stock held of record by Ventura-Gsquared Investments LP Fund, (iv) 829,899 shares of common stock held of record by G Squared IV, LP, (v) 926,990 shares of common stock held of record by G Squared IV, SCSp, (vi) 230,702 shares of common stock held of record by G Squared Coursera IV LLC, (vii) 513,342 shares of common stock held of record by G Squared V LP, (viii) 136,658 shares of common

Contents

Name and Address of Beneficial Owner
Number of Shares Beneficially Owned
(#)
Percentage of Shares Beneficially Owned
(%)
NEOs and Directors:

All current executive officers and directors as a group (14 persons)(11)
25,721,22715.9 
5% Stockholders:
Baillie Gifford & Co.(12)
24,156,81515.4 15.5
BlackRock, Inc.(13)
9,274,7205.9 
Entities affiliated with New Enterprise Associates 13, Limited Partnership(14)
12,867,7698.2 8.4
The Vanguard Group(15)
11,151,6847.1 
*    Represents beneficial ownership of less than 1%.
1.Includes options to purchase 155,243 shares of common stock that are exercisable within 60 days of February 29, 2024.
2.Includes options to purchase 25,338 shares of common stock that are exercisable within 60 days of February 29, 2024.
3.Includes 2,205,883 shares of common stock held by NEA 17 (as defined below). See footnote (14) below.
4.Includes options to purchase 159,334 shares of common stock that are exercisable within 60 days of February 29, 2024.
5.Includes options to purchase 858,374 shares of common stock that are exercisable within 60 days of February 29, 2024.
6.Includes (i) options to purchase 771,127 shares of common stock that are exercisable within 60 days of February 29, 2024, held by Mr. Maggioncalda, (ii) options to purchase 1,389,673 shares of common stock that are exercisable within 60 days of February 29, 2024, held by Anne Maggioncalda, Mr. Maggioncalda’s spouse, (iii) options to purchase 181,818 shares of common stock that are exercisable within 60 days of February 29, 2024, held by the Jeffrey N. Maggioncalda Trust of 2022 (the “Maggioncalda Trust”), for which Mr. Maggioncalda serves as a trustee, and (iv) options to purchase 272,727 shares of common stock, held by the Maggioncalda Family Trust of 2022 (the “Family Trust”), for which Mr. Maggioncalda’s spouse and child serve as trustees. Mr. Maggioncalda may be deemed to indirectly beneficially own shares of common stock held by his spouse, the Maggioncalda Trust, and the Family Trust.
7.Includes options to purchase 146,875 shares of common stock that are exercisable within 60 days of February 29, 2024.
8.Includes options to purchase 400,000 shares of common stock that are exercisable within 60 days of February 29, 2024.
9.Includes (i) 2,205,883 shares of common stock held by NEA 17 (as defined below), and (ii) 10,661,886 shares of common stock held by NEA 13 (as defined below). Mr. Sandell may be deemed to indirectly beneficially own shares of common stock held by NEA 17 and NEA 13. See footnote (14) below.
10.Includes options to purchase 150,000 shares of common stock that are exercisable within 60 days of February 29, 2024.
11.Consists of (i) 21,062,661 shares beneficially owned, directly or indirectly, by our current executive officers and directors and (ii) options to purchase 4,658,566 shares of common stock that are exercisable within 60 days of February 29, 2024.
12.According to Amendment No. 2 to Schedule 13G filed on January 30, 2024, by Baillie Gifford & Co., Baillie Gifford & Co. has sole voting power over 21,853,848 shares of common stock and sole dispositive power over 24,156,815 shares of common stock. The shares of common stock are held by Baillie Gifford & Co. and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, employee benefit plans, pension funds or other institutional clients. The principal business address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, United Kingdom.
13.According to a Schedule 13G filed on January 29, 2024, by BlackRock, Inc. (“BlackRock”), BlackRock has sole voting power over 9,132,042 shares of common stock, and sole dispositive power over 9,274,720 shares of common stock. The principal business address of BlackRock is 50 Hudson Yards, New York, NY 10001.
14.According to Amendment No. 1 to Schedule 13G filed on February 14, 2024 by New Enterprise Associates 13 LP (“NEA Partners 13”), (i) includes 10,661,886 shares of common stock over which New Enterprise Associates 13, L.P. (“NEA 13”) is the direct beneficial owner and (ii) 2,205,883 shares of common stock over which New Enterprise Associates 17, L.P. (“NEA 17”) is the direct beneficial owner. Mr. Sandell is a manager of NEA 13 GP, LLC (“NEA 13 GP”), which is the sole general partner of NEA Partners 13. NEA Partners 13 is the sole general partner of NEA 13. Ms. Chang and Mr. Sandell are managers of NEA 17 GP, LLC, which is the sole general partner of NEA Partners 17, L.P. (“NEA Partners 17”). NEA Partners 17 is the sole general partner of NEA 17. Mr. Sandell is also a manager of NEA 13 GP, LLC (“NEA 13 GP”), which is the sole general partner of NEA Partners 13, L.P. (“NEA Partners 13”). NEA Partners 13 is the sole general partner of NEA 13. The managers of NEA 13 and NEA 17 share voting and dispositive power over the shares held directly by NEA 13 and NEA 17, respectively. The address of the principal business office of each of the above entities is 1954 Greenspring Drive, Suite, 600, Timonium, MD 21093.
15.According to Amendment No. 1 to Schedule 13G filed on February 13, 2024, by The Vanguard Group (“Vanguard”), Vanguard has shared voting power over 242,240 shares of common stock, sole dispositive power over 10,796,398 shares of common stock, and shared dispositive power over 355,286 shares of common stock. The principal business address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
Courserastock held of record by G Squared Opportunities Fund V LLC, (ix) 294,324 shares of common stock held of record by G Squared Special Situations Fund LLC, (x) 672,224 shares of common stock held of record by G Squared Opportunities Fund I LLC, (xi) 4,744 shares of common stock held of record by G Squared Opportunities Fund II LLC, (xii) 3,333,333 shares of common stock held of record by G Squared Coursera LLC, (xiii) 895,668 shares of common stock held of record by G Squared Opportunities Fund I, Series C-6, (xiv) 666,667 shares of common stock held of record by G Squared Opportunities Fund I, Series C-7, (xv) 666,663 shares of common stock held of record by G Squared Coursera II LLC and (xvi) 133,333 shares of common stock held of record by G Squared Coursera III LLC.
(13)70

According to Amendment No. 1 to Schedule 13G filed on February 1, 2022 by Baillie Gifford & Co., Baillie Gifford & Co. has sole voting power over 16,264,968 shares of common stock and sole dispositive power over 17,260,597 shares of common stock. The shares of common stock are held by Baillie Gifford & Co. and/or one or more of its investment adviser subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients. The principal business address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, United Kingdom.

(14)

According to Amendment No. 1 to Schedule 13G filed on February 8, 2022 by Norges Bank (“Norges”), Norges has sole voting power over 7,918,938 shares of common stock, sole dispositive power over 7,918,938 shares of common stock and shared dispositive power over 9,393 shares of common stock. The principal business address of Norges Bank is Bankplassen 2, PO Box 1179 Sentrum, NO 0107 Oslo, Norway.

(15)

According to a Schedule 13G filed on February 11, 2022 by Capital Research Global Investors (“CRGI”), CRGI is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., and Capital Group Private Client Services, Inc. (together with CRMC, the “investment management entities”). CRGI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital Research Global Investors.” The principal business address of CRGI is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.

(16)

According to a Schedule 13G filed on February 9, 2022 by The Vanguard Group, the Vanguard group has shared voting power over 57,031 shares of common stock, sole dispositive power over 8,822,909 shares of common stock, and shared dispositive power over 107,141 shares of common stock. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

2024 Proxy Statement

REPORT OF THE AUDIT COMMITTEE

Table of Contents
Report of the Audit Committee
The audit committee operates under a written charter adopted by theCoursera’s board of directors. A link to the audit committee charter is available on our website at www.coursera.org.https://investor.coursera.com/ under the heading “Governance — Governance Documents.” All members of the audit committee meet the independence standards established by the NYSE.

In performing its functions, the audit committee acts in an oversight capacity and necessarily relies on the work and assurances of the Company’sCoursera’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm, who, in their report, express an opinion on the conformity of the Company’sCoursera’s annual consolidated financial statements with accounting principles generally accepted in the United States.GAAP. It is not the duty of the audit committee to plan or conduct audits, to determine that the Company’sCoursera’s annual consolidated financial statements are complete and accurate and are in accordance with generally accepted accounting principles,GAAP, or to assess or determine the effectiveness of the Company’sits internal control over financial reporting.

Within this framework, the audit committee has reviewed and discussed with management the Company’sCoursera’s audited consolidated financial statements as of and for the year ended December 31, 2021.2023 with management and Deloitte & Touche LLP, Coursera’s independent registered public accounting firm. The audit committee has also discussed with the independent registered public accounting firm, Deloitte & Touche LLP the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees,, issued by the Public Company Accounting Oversight Board and the SEC. In addition, the audit committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

Based upon these reviews and discussions, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in the Company’sCoursera’s Annual Report on Form 10-K for the year ended December 31, 2021.

2023.
Audit Committee
Sabrina L. Simmons (Chair)
Amanda M. Clark
Theodore R. Mitchell
The information contained in this Report of our audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by Coursera under the Exchange Act or the Securities Act unless and only to the extent that Coursera specifically incorporates it by reference.
Audit CommitteeCoursera
Sabrina L. Simmons (Chair)71
Amanda M. Clark
Theodore R. Mitchell2024 Proxy Statement

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has selected Deloitte & Touche LLP (Deloitte & Touche) as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Deloitte & Touche has served as our independent public accounting firm since 2013. Representatives of Deloitte & Touche are expected to attend the virtual Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

Principal Accountant Fees and Services

Table of Contents
Proposal 3:
Ratification of Appointment of Independent Registered Public Accounting Firm
The audit committee has selected Deloitte & Touche LLP (Deloitte & Touche) as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Deloitte & Touche has served as our independent public accounting firm since 2013. Representatives of Deloitte & Touche are expected to attend the virtual Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.
Principal Accountant Fees and Services
The following table provides the aggregate fees for services provided by Deloitte & Touche for the years set forth below:

   Year ended
December 31,		 
   2021   2020 
   (In thousands) 

Audit Fees (1)

  $3,418   $540 

Tax Fees(2)

   818    697 

Audit-Related Fees

   —      —   

All Other Fees (3)

   2    2 
  

 

 

   

 

 

 

Total

  $4,238   $1,239 
  

 

 

   

 

 

 

(1)

Audit fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, reviews of our quarterly condensed consolidated financial statements, statutory and regulatory filings or engagements and consents issued in connection with SEC filings. For the year ended December 31, 2021, this category also included fees for services provided in connection withby Deloitte & Touche for the years set forth below:

VOTE
The Board of Directors Recommends a Vote “FOR” the Ratification of Deloitte & Touche LLP as our initial public offering.

Independent Registered Public Accounting Firm.
Year ended December 31,
2023
($ in thousands)
2022
($ in thousands)
Audit Fees(1)
2,1402,327
Tax Fees(2)
288563
All Other Fees(3)
22
Total2,4302,892
1.Audit fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, reviews of our quarterly condensed consolidated financial statements, statutory and regulatory filings or engagements, and consents issued in connection with SEC filings.
2.Tax fees consist of fees for professional services for tax compliance, tax advice, and tax planning. These services include assistance regarding federal, state, and international income tax and indirect tax compliance.
3.All other fees consist of fees related to a research tool subscription.
(2)
Coursera

Tax fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state, and international income tax and indirect tax compliance.

72		2024 Proxy Statement
(3)

All other fees consist

Table of fees related to a research tool subscription.

Contents

Pre-approval Policies and Procedures

Our audit committee has implemented a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. All of the services provided were pre-approved to the extent required. During the approval process, the audit committee considers the impact of the types of services and the related fees on the independence of the independent registered public accounting firm. The services and fees must be deemed compatible with the maintenance of that firm’s independence, including compliance with rules and regulations of the SEC. Throughout the year, the audit committee will review any revisions to the estimates of audit and non-audit fees initially approved.

Stockholder ratification of the selection of Deloitte & Touche as our independent registered public accounting firm is not required by our Bylaws or otherwise. However, our board of directorsBoard is submitting the selection of Deloitte & Touche to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain Deloitte & Touche. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of our companyCompany and our stockholders.

The Board of Directors Recommends a Vote “FOR” the Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm.

OTHER MATTERS

Coursera732024 Proxy Statement
Table of Contents
Other Matters
Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership on Forms 3, 4, and 5 with the SEC. These persons are required to furnish us with copies of all Forms 3, 4, and 5 they file. Based solely on our review of the copies of such forms we have received and written representations from certain reporting persons that they filed all required reports,our directors and executive officers, we believe that all of our executive officers, directors and greater than 10% stockholders complied on a timely basis with all Section 16(a) filing requirements applicablewere timely met in 2023, except that, due to themadministrative error, a late Form 4 filing was filed for Michele M. Meyers on March 29, 2023 with respect to transactions during 2021 except as follows: Kimberly A. Caldbeck filed a Form 4equity grants received by her on July 13, 2021 that was required to be filed by July 12, 2021 regarding shares of common stock disposed of on July 8, 2021. John Doerr filed a Form 4 on August 11, 2021 that was required to be filed on August 10, 2021 regarding distributions of shares of common stock on August 5, 2021. G Squared Equity Management LP filed a Form 4 on August 11, 2021 that was required to be filed by May 13, 2021 regarding distributions of shares of common stock on May 11, 2021.Each of Leah K. Belsky, Anne Cappel Tuttle, Chun Yu Wong, Betty M. Vandenbosch, Richard J. Jacquet, Shravan Goli, Xueyan Wang, and Kimberly A. Caldbeck filed a Form 4 on January 20, 2022 that was required to be filed by November 19, 2021 regarding shares of common stock withheld by the company to cover tax liability associated with the vesting of shares underlying certain restricted stock units on November 15, 2021.

March 24, 2023.

Stockholder Proposals and Business for the 20232025 Annual Meeting

To be considered for inclusion in the Company’sCoursera’s proxy statement for the 20232025 annual meeting of stockholders, stockholder proposals must be received by theour Corporate Secretary of the Company no later than December 1, 2022.November 29, 2024. Proposals should be sent to our Secretary at Coursera, Inc., 381 E. Evelyn Ave.Avenue, Mountain View, California 94041. These proposals also must comply with the stockholder proxy proposal submission rules of the SEC under Rule 14a-8 of the Exchange Act. Proposals we receive after that date will not be included in the proxy statement. We urge stockholders to submit proposals by Certified Mail – Return Receipt Requested.

A stockholder proposal not included in the proxy statement for the 20232025 annual meeting will not be eligible for presentation at the meeting unless the stockholder gives timely notice of the proposal in writing to our Secretary at our principal executive offices and otherwise complies with the provisions of our Bylaws. To be timely, our Bylaws provide that we must have received the stockholder’s notice not more than 120 days nor less than 90 days prior to the first anniversary of the date the proxy statement was provided to the stockholders in connection with preceding year’s annual meeting of stockholders. However, if we have not held an annual meeting in the previous year or the date of the annual meeting is called for a date that is more than 30 days before or after the first anniversary date of the preceding year’s annual meeting, we must have received the stockholder’s notice not later than the close of business on the later of the 90th day prior to the date of the scheduled annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. For the 20232025 annual meeting of stockholders, notice must be received between December 1, 2022November 29, 2024 and December 31, 2022.29, 2024. An adjournment or postponement of an annual meeting will not commence a new time period or extend any time period for the giving of the stockholder’s notice described above. The stockholder’s notice must set forth, as to each proposed matter, the information required by our Bylaws. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Coursera’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 22, 2025. The presiding officer of the meeting may refuse to acknowledge any matter not made in compliance with the foregoing procedure.

Coursera742024 Proxy Statement
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Other Business

Our board of directors does not know of any other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, the proxy holders will vote in accordance with their judgment unless you direct them otherwise. Whether or not you intend to attend the Annual Meeting, we urge you to vote by Internetinternet or telephone.

By Order of the Board of Directors,
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Anne T. Cappel
General Counsel and Secretary

Alan sig.jpg
Alan B. Cardenas
Senior Vice President, General Counsel, and Secretary
Mountain View, California

March 31, 2022

28, 2024

Stockholders may makerequest a request forprinted copy of this Proxy Statement or our Annual Report on Form 10-K for the year ended December 31, 2021 in2023 by writing to our Secretary, Coursera, Inc., 381 E. Evelyn Ave.Avenue, Mountain View, California 94041. We will also provide copies of exhibits to our Annual Report on Form 10-K, but will charge a reasonable fee per page to any requesting stockholder. The request must include a representation by the stockholder that, as of March 17, 2022,April 1, 2024, the stockholder was entitled to vote at the Annual Meeting. OurThis Proxy Statement and our 2023 Annual Report on Form 10-K and exhibits are also available at https://investor.coursera.com.

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COURSERA, INC. 381 E. EVELYN AVE. MOUNTAIN VIEW, CALIFORNIA 94041 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructionsinvestor.coursera.com and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 11, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/COUR2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 11, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D70074 P68924 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY COURSERA, INC. The Board of Directors recommends you vote FOR the following: For All [    ] Withhold All [    ] For All Except [    ] To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 1. The election of three Class I directors to serve until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified. Nominees: 01) Carmen Chang 02) Theodore R. Mitchell 03) Scott D. Sandell The Board of Directors recommends you vote FOR the following proposal: 2. The ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022. For [    ] Against [    ] Abstain [    ] NOTE: In their discretion, the proxies are authorized to vote upon and transact such other business as may properly come before the Annual Meeting of Stockholders and any adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Coursera752024 Proxy Statement

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 12, 2022: The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. D70075 P68924 COURSERA, INC. Annual Meeting of Stockholders May 12, 2022, 11:00 AM, Pacific Time This proxy is solicited by the Board of Directors The undersigned stockholder(s) hereby appoint(s) Anne T. Cappel and Alan B. Cardenas, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Coursera, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 AM, Pacific Time on Thursday, May 12, 2022, virtually at www.virtualshareholdermeeting.com/COUR2022, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side

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Coursera762024 Proxy Statement
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COURSERA, INC._V_PRXY_GT20_P05694_24(#77661) - PC4 (2)-2.jpg
Coursera772024 Proxy Statement