SECURITIES AND EXCHANGE COMMISSION
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☐ | 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 | |||||||||||||
☒ | 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 | ||||
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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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 | |||||||||||||
![]() | 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. | ![]() | Advisory approval of the compensation of our named executive officers | ||||||||||||
![]() | 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, ![]() Alan B. Cardenas Senior Vice President, General Counsel, and Secretary Mountain View, California March 28, 2024 |
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Annual Meeting Proposals | Board recommendation | For further details | |||||||||
![]() | 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 qualified | FOR each director nominee | Page 24 | ||||||||
![]() | Advisory approval of the compensation of our named executive officers as disclosed in this Proxy Statement | FOR | Page 69 | ||||||||
![]() | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024 | FOR | Page 73 | ||||||||
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.
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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.
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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
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:
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Internet Stockholders of record may vote online at www.proxyvote.com | ![]() | Telephone Stockholders of record may call toll-free at 1-800-690-6903 | ![]() | Mail Follow the instructions in your proxy materials | ![]() | At the Virtual Meeting Visit |
THE PROXY MATERIALS AND THE ANNUAL MEETING
Why am I receiving these materials?
Coursera | 1 | 2024 Proxy Statement |
Coursera | 2 | 2024 Proxy Statement |
Coursera | 3 | 2024 Proxy Statement |
Committee Membership(2) | ||||||||||||||||||||||||||
Name | Age | Director Since | Class | Term Expiration(1) | Audit | LDEIC (3) | Nominating and Corporate Governance | Independent | ||||||||||||||||||
Director Nominees: | ||||||||||||||||||||||||||
Jeffrey N. Maggioncalda President and CEO | 55 | 2017 | III | 2024 | No | |||||||||||||||||||||
Susan W. Muigai | 54 | 2023 | III | 2024 | Member | Yes | ||||||||||||||||||||
Sabrina L. Simmons | 60 | 2020 | III | 2024 | Chair | Yes | ||||||||||||||||||||
Continuing Directors: | ||||||||||||||||||||||||||
Carmen Chang | 76 | 2021 | I | 2025 | Chair | Member | Yes | |||||||||||||||||||
Theodore R. Mitchell | 68 | 2020 | I | 2025 | Member | Chair | Yes | |||||||||||||||||||
Scott D. Sandell Lead Independent Director | 59 | 2011 | I | 2025 | Member | Yes | ||||||||||||||||||||
Amanda M. Clark | 44 | 2020 | II | 2026 | Member | Member | Yes | |||||||||||||||||||
Christopher D. McCarthy | 48 | 2023 | II | 2026 | Member | Yes | ||||||||||||||||||||
Andrew Y. Ng Chairman of the Board | 47 | 2011 | II | 2026 | No |
Coursera | 4 | 2024 Proxy Statement |
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.
Coursera | 5 | 2024 Proxy Statement |
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. | |||||||||||
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 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. |
Coursera | 6 |
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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. |
Coursera | 7 | 2024 Proxy Statement |
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. | ||||||||||||||||||||||||
![]() ![]() | Internet Stockholders of record may vote online at | www.proxyvote.com Mail Follow the instructions in your proxy materials | ![]() ![]() | Telephone Stockholders of record may call toll-free at 1-800-690-6903 At the Virtual Meeting Visit www.virtualshareholder meeting.com/ 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.
Coursera | 8 | 2024 Proxy Statement |
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. |
Coursera | 9 | 2024 Proxy Statement |
Proposal | Board Recommendation | Vote Required | Effect of Abstentions(1) | Broker Discretionary Voting Allowed?(2) | ||||||||||||||||||||
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![]() | Election of Directors | FOR ALL | The nominees receiving the highest number of | No effect Not considered votes cast on this proposal | No Brokers without voting instructions will not be able to vote on this proposal | |||||||||||||||||||
![]() | Advisory Vote to Approve Executive Compensation | FOR | Non-binding advisory proposal. We will consider the | No effect Not considered votes cast on this proposal | No Brokers without voting instructions will not be able to vote on this proposal | |||||||||||||||||||
![]() | 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 |
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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. |
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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.
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.
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. | |||||||
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. | |||||||
Coursera | 2024 Proxy Statement |
How are proxies solicited? | Our employees, officers, and |
approximately $15,000 plus reasonable out-of-pocket expenses. | ||||||||
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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 |
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•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 | |||||||||
•Independent standing committees of the | •Robust director | |||||||||
•Proactive stockholder and stakeholder engagement | ||||||||||
•Commitment to periodic board refreshment and continued assessment of highly qualified, diverse, and independent candidates for nomination to the | ||||||||||
•Regular | •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 | ||||||||||
•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 |
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served.
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 |
LDEIC Committee |
| Nominating and Corporate | |||||||||||
Carmen Chang | Chair | ||||||||||||||
Amanda M. Clark | Member | ||||||||||||||
Christopher D. McCarthy | Member | ||||||||||||||
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Theodore R. Mitchell | Member | ||||||||||||||
Susan W. Muigai | Member | ||||||||||||||
Scott D. | Member | ||||||||||||||
Sabrina L. Simmons | Chair |
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* Lead Independent Director
X – Committee Member
O – Committee Chair
2023.
•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 our environmental, social, and governance (“ESG”) program, ESG risk exposure, and ESG disclosure;
•reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter.
2023. •reviewing and approving the corporate objectives that pertain to the determination of executive compensation and evaluating performance in light of such goals;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.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.
•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;
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if and when applicableAnalysis” in our periodic reports or proxy statements to be filed with the Company, SEC;
•overseeing the Company’sour human capital management, including executive performance, talent development, and diversity, equity and inclusion policies;policies and
•overseeing our obligations and related matters in connection with our status as a public benefit corporation; and
2023. •identifying, reviewing, and making recommendations of candidates to serve on our Coursera 15 2024 Proxy Statement 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.board of directorsBoard has determined that each of the membersmember of our nominating and corporate governance committee satisfies the independence requirements of the NYSE.things:things:board of directors;
•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;
•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.
and LDEIC Committee Interlocks and Insider Participation20212023 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.
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our inception.
Coursera | 17 | 2024 Proxy Statement |
our website at https://investor.coursera.com/ under the heading “Governance — Governance Documents.”
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 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;
Coursera | 18 | 2024 Proxy Statement |
•insider trading;
•protection and proper use of company assets; and
•record keeping.
Position | Minimum Required Level of Stock Ownership | ||||
CEO | Five times annual base salary | ||||
Other Covered Executive | One time annual base salary | ||||
Non-employee director | Three times annual cash base retainer for Board service |
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stock ownership guidelines when they become effective for such persons.
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.
The nominating and corporate governance committee believes it appropriate for our Chief Executive Officer to participate as a member of our board of directors.
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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 |
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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
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.
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.
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”).
On
Consulting Agreement with Andrew Y. Ng
On
Coursera | 22 | 2024 Proxy Statement |
Arrangements
•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.
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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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![]() 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. | |||||||
![]() 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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![]() 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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![]() 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. | |||||||
![]() 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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![]() 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. | |||||||
![]() 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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![]() 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 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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Committee | Chair ($) | Member ($) | |||||||||
Audit Committee | 20,000 | 10,000 | |||||||||
Leadership, Diversity, Equity, Inclusion, and Compensation Committee | 15,000 | 7,300 | |||||||||
Nominating and Corporate Governance Committee | 8,000 | 4,000 |
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Name | Fees earned or paid in cash ($) | Stock awards ($)(1)(2) | Total ($) | |||||||||||
Carmen Chang | 54,000 | 202,972 | 256,972 | |||||||||||
Amanda M. Clark | 52,300 | 202,972 | 255,272 | |||||||||||
Christopher D. McCarthy | 38,675 | 670,722 | 709,397 | |||||||||||
Theodore R. Mitchell | 53,000 | 202,972 | 255,972 | |||||||||||
Susan W. Muigai | 12,935 | 431,794 | 444,729 | |||||||||||
Andrew Y. Ng | 50,000 | 202,972 | 252,972 | |||||||||||
Scott D. Sandell | 42,300 | 202,972 | 245,272 | |||||||||||
Sabrina L. Simmons | 55,000 | 202,972 | 257,972 |
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:
Name | Number of shares (#) | |||||||
Carmen Chang | 21,932 | |||||||
Amanda M. Clark | 28,686 | |||||||
Christopher D. McCarthy | 45,512 | |||||||
Theodore R. Mitchell | 166,186 | |||||||
Susan W. Muigai | 24,830 | |||||||
Andrew Y. Ng | 516,186 | |||||||
Scott D. Sandell | 16,186 | |||||||
Sabrina L. Simmons | 166,186 |
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Name | Age | Position | ||||||||
| ||||||||||
Jeffrey N. Maggioncalda | 55 | President, Chief Executive Officer, and Director | ||||||||
Kenneth R. Hahn | 57 | Senior Vice President, Chief Financial Officer, and Treasurer | ||||||||
43 | ||||||||||
Alan B. Cardenas | 48 | Senior Vice President, General Counsel, and Secretary | ||||||||
53 | Senior Vice President and Chief | |||||||||
Richard J. Jacquet, Jr. | 56 | Senior Vice President and Chief People Officer | ||||||||
Michele M. | 44 | Vice 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.
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.
Kimberly A. Caldbeck
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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.
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.
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.
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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 | |||||||||||||
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WHAT WE DO |
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WHAT WE DO NOT DO |
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Key Topics Discussed with Stockholders | What we Heard from Stockholders | Our Perspective/how we Responded | ||||||||||||
Equity compensation design | All 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 objectives | Several 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 size | The 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. |
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Compensation Element | What This Element Rewards | Purpose and Key Features of Element | |||||||||
Base Salary | Individual performance and relative contributions and responsibilities, level of experience, expected future performance, and contributions | Provides 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 Opportunities | Achievement 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 |
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Named Executive Officer | Base Salary at December 31, 2023 ($) | Base Salary at December 31, 2022 ($) | Percentage Increase (%) | |||||||||||
Jeffrey N. Maggioncalda | 400,000 | 400,000 | — | % | ||||||||||
Kenneth R. Hahn | 431,000 | 410,000 | 5.1 | % | ||||||||||
Shravan K. Goli | 473,000 | 473,000 | — | % | ||||||||||
Leah F. Belsky | 426,000 | 426,000 | — | % | ||||||||||
Alan Cardenas(1) | 380,000 | 324,800 | 17.0 | % |
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Named Executive Officer | 2023 Target Cash Bonus Opportunity (as a percentage of base salary) (%) | 2023 Target Cash Bonus Opportunity ($) | |||||||||
Jeffrey N. Maggioncalda | 63 | 252,000 | |||||||||
Kenneth R. Hahn | 70 | 301,700 | |||||||||
Shravan K. Goli | 80 | 378,400 | |||||||||
Leah F. Belsky(1) | 100 | 426,000 | |||||||||
Alan Cardenas(2) | 50 | 154,518 |
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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 (%) | |||||||||||||||||
Revenue | 75 | 50 | 100 | 100 | ≥125 | 150 | |||||||||||||||||
Enterprise Bookings | 75 | 50 | 100 | 100 | ≥125 | 150 | |||||||||||||||||
New Student Degree Revenue | 60 | 50 | 100 | 100 | ≥125 | 150 |
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Corporate Performance Measure | 2023 Target Level (in $ millions) | 2023 Actual Result (in $ millions | 2023 Percent Achieved (%) | |||||||||||
Revenue | 620.2 | 635.8 | 102.5 |
Named Executive Officer | 2023 Target Annual Bonus ($) | Actual Payout as a Percentage of 2023 Annual Target Bonus (%) | Actual Annual Cash Bonus Payment ($) | |||||||||||
Jeffrey N. Maggioncalda | 252,000 | 82.6 | 206,500 | |||||||||||
Kenneth R. Hahn | 301,700 | 82.6 | 249,204 | |||||||||||
Leah F. Belsky | 426,000 | 82.6 | 351,876 | (1) | ||||||||||
Alan B. Cardenas | 154,518 | 82.6 | 127,633 | |||||||||||
Shravan K. Goli | 378,400 | 82.6 | 312,558 |
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Named Executive Officer | RSU Awards (number of shares) (#) | Option Awards (number of shares) (#) | |||||||||
Alan B. Cardenas(1) | 67,568 | 135,136 |
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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 |
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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, Fiscal Year Total
($)2023 400,000 — — 206,500 315 606,815 2022 400,000 28,619,477 — 105,325 315 29,125,117 2021 400,000 2,260,346 2,446,721 272,300 315 5,379,682 2023 427,500 — — 249,204 2,815 679,519 2022 404,167 6,677,887 — 119,193 2,815 7,204,062 2021 370,833 1,356,208 1,468,033 235,993 315 3,431,382 2023 426,000 — — 351,876 2,815 780,691 2022 397,333 9,539,826 — 299,117 2,815 10,239,091 2021 337,500 1,130,173 1,223,361 350,794 315 3,042,143 2023 473,000 — — 312,558 2,815 788,373 2022 451,583 9,539,826 — 110,072 2,815 10,104,296 2023 360,383 854,735 995,601 127,633 2,815 2,341,167
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.
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 $426,000 in connection with her promotion to Senior Vice President and Chief Revenue Officer, effective October 1, 2022. For additional information see “Compensation Discussion and Analysis
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Name | Grant Date | All other Stock Awards: Number of Shares of Stock or Units(2) (#) | All other Option Awards: Number of Securities Underlying Options (#) | Grant Date Fair Value per Share of Stock Awards(3) ($) | |||||||||||||
Alan B. Cardenas(1) | 6/27/2023 | 67,568 | — | 12.65 | |||||||||||||
Alan B. Cardenas(1) | 6/27/2023 | — | 135,136 | 7.37 |
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.
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:
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.
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 ($) | |||||||||||||||||||||
Jeffrey N. Maggioncalda | 7/13/2017 | (1) | 3,705,875 | — | 2.56 | 7/13/2027 | — | — | ||||||||||||||||||||
11/18/2020 | (1) | — | 700,000 | 15.17 | 11/18/2030 | — | — | |||||||||||||||||||||
11/18/2020 | (2) | — | — | — | — | 333,000 | 8,138,520 | |||||||||||||||||||||
11/30/2021 | (3) | — | 150,740 | 29.99 | 11/30/2031 | — | — | |||||||||||||||||||||
11/30/2021 | (4) | — | — | — | — | 75,370 | 1,842,043 | |||||||||||||||||||||
Kenneth R. Hahn | 5/19/2020 | (1) | 203,128 | 755,209 | 6.06 | 5/19/2030 | — | — | ||||||||||||||||||||
12/7/2020 | (5) | — | — | — | — | 80,000 | 1,955,200 | |||||||||||||||||||||
11/30/2021 | (3) | — | 90,444 | 29.99 | 11/30/2031 | — | — | |||||||||||||||||||||
11/30/2021 | (4) | — | — | — | — | 45,222 | 1,105,226 | |||||||||||||||||||||
Leah F. Belsky | 7/11/2018 | (1) | — | 14,584 | 2.23 | 7/11/2018 | — | — | ||||||||||||||||||||
8/29/2018 | (1) | 38,790 | 16,667 | 2.23 | 8/29/2028 | — | — | |||||||||||||||||||||
8/27/2019 | (1) | 41,127 | 62,500 | 6.30 | 8/27/2029 | — | — | |||||||||||||||||||||
8/18/2020 | (1) | 53,000 | 106,000 | 7.91 | 8/18/2030 | — | — | |||||||||||||||||||||
8/18/2020 | (6) | — | — | — | — | 36,438 | 890,545 | |||||||||||||||||||||
12/7/2020 | (5) | — | — | — | — | 180,000 | 4,399,200 | |||||||||||||||||||||
11/30/2021 | (3) | — | 75,370 | 29.99 | 11/30/2031 | — | — | |||||||||||||||||||||
11/30/2021 | (4) | — | — | — | — | 37,685 | 921,021 |
Stock Option Awards | Stock Awards | ||||||||||||||||||||||||||||
Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 ($) | ||||||||||||||||||||||
Jeffrey N. Maggioncalda | 7/13/2017(1) | 2,270,874 | (2) | — | 2.56 | 7/13/2027 | — | — | |||||||||||||||||||||
11/18/2020(1) | 452,083 | 247,917 | 15.17 | 11/18/2030 | — | — | |||||||||||||||||||||||
11/18/2020(3) | — | — | — | — | 124,875 | 2,418,829 | |||||||||||||||||||||||
11/30/2021(4) | 81,651 | 69,089 | 29.99 | 11/30/2031 | — | — | |||||||||||||||||||||||
11/30/2021(5) | — | — | — | — | 42,396 | 821,211 | |||||||||||||||||||||||
9/30/2022(8) | — | — | — | — | 1,825,222 | 35,354,550 | |||||||||||||||||||||||
Kenneth R. Hahn | 5/19/2020(1) | 715,217 | 130,209 | 6.06 | 5/19/2030 | — | — | ||||||||||||||||||||||
12/7/2020(6) | — | — | — | — | 45,000 | 871,650 | |||||||||||||||||||||||
11/30/2021(4) | 41,453 | 48,991 | 29.99 | 11/30/2031 | — | — | |||||||||||||||||||||||
11/30/2021(5) | — | — | — | — | 25,438 | 492,734 | |||||||||||||||||||||||
9/30/2022(8) | — | — | — | — | 425,886 | 8,249,412 |
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Stock Option Awards | Stock Awards | ||||||||||||||||||||||||||||
Name | Date Granted | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 ($) | ||||||||||||||||||||||
Leah F. Belsky | 7/11/2018(1) | 14,584 | — | 2.23 | 7/11/2028 | — | — | ||||||||||||||||||||||
8/29/2018(1) | 16,667 | — | 2.23 | 8/29/2028 | — | — | |||||||||||||||||||||||
8/27/2019(1) | 33,479 | — | 6.3 | 8/27/2029 | — | — | |||||||||||||||||||||||
8/18/2020(1) | 36,438 | 26,500 | 7.91 | 8/18/2030 | — | — | |||||||||||||||||||||||
8/18/2020(7) | — | — | — | — | 9,938 | 192,499 | |||||||||||||||||||||||
12/7/2020(6) | — | — | — | — | 101,250 | 1,961,213 | |||||||||||||||||||||||
11/30/2021(4) | 34,544 | 40,826 | 29.99 | 11/30/2031 | — | — | |||||||||||||||||||||||
11/30/2021(5) | — | — | — | — | 21,198 | 410,605 | |||||||||||||||||||||||
9/30/2022(8) | — | — | — | — | 608,408 | 11,784,863 | |||||||||||||||||||||||
Shravan K. Goli | 5/15/2018(1) | 131,251 | — | 2.23 | 5/15/2028 | — | — | ||||||||||||||||||||||
8/18/2020(1) | 37,926 | 20,000 | 7.91 | 8/18/2030 | — | — | |||||||||||||||||||||||
8/18/2020(7) | — | — | — | — | 7,500 | 145,275 | |||||||||||||||||||||||
12/7/2020(6) | — | — | — | — | 73,125 | 1,416,431 | |||||||||||||||||||||||
11/30/2021(4) | 27,635 | 32,661 | 29.99 | 11/30/2031 | — | — | |||||||||||||||||||||||
11/30/2021(5) | — | — | — | — | 16,959 | 328,496 | |||||||||||||||||||||||
9/30/2022(8) | — | — | — | — | 608,408 | 11,784,863 | |||||||||||||||||||||||
Alan B. Cardenas | 10/07/2021(9) | — | — | — | — | 24,172 | 468,212 | ||||||||||||||||||||||
4/28/2022(10) | — | — | — | — | 28,627 | 554,505 | |||||||||||||||||||||||
10/31/2022(8) | — | — | — | — | 55,806 | 1,080,962 | |||||||||||||||||||||||
6/27/2023(11) | — | — | — | — | 59,122 | 1,145,193 | |||||||||||||||||||||||
6/27/2023(12) | 16,892 | 118,244 | 12.65 | 6/27/2033 | — | — |
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Stock Option Awards | Stock Awards | ||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | |||||||||||||
Jeffrey N. Maggioncalda | 1,435,001 | 20,043,931 | 779,941 | 12,271,174 | |||||||||||||
Kenneth R. Hahn | 112,911 | 1,480,803 | 209,652 | 3,252,982 | |||||||||||||
Leah F. Belsky | 130,000 | 717,226 | 329,726 | 5,085,994 | |||||||||||||
Shravan K. Goli | 530,845 | 6,589,492 | 301,303 | 4,667,111 | |||||||||||||
Alan B. Cardenas | — | — | 64,815 | 1,034,893 |
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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 | — | — | — | |||||||||
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Total | 30,388,160 | $ | 4.25 | 16,905,525 | ||||||||
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Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights (a) (#) |
| 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 | 29,526,184 | 2.66(2) | 16,913,085(3) | |||||||||||
Equity compensation plans not | — | — | — | |||||||||||
Total | 29,526,184 | 2.66(2) | 16,913,085(3) |
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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.
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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. Maggioncalda | 652,000 | 13,013 | — | 665,013 | 652,000 | 13,013 | 39,635,841 | 40,300,854 | ||||||||||||||||||||||||
Kenneth R. Hahn | 238,413 | 18,742 | — | 257,155 | 537,663 | 18,742 | 11,346,878 | 11,903,283 | ||||||||||||||||||||||||
Leah F. Belsky | 253,962 | 18,742 | — | 272,704 | 679,962 | 18,742 | 14,652,870 | 15,351,574 | ||||||||||||||||||||||||
Shravan K. Goli | 281,981 | 6,543 | — | 288,524 | 660,381 | 6,543 | 13,904,265 | 14,571,189 | ||||||||||||||||||||||||
Alan B. Cardenas | 194,052 | 14,621 | — | 208,673 | 374,244 | 14,621 | 794,600 | 1,183,465 |
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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) ($) | Peer Group Total Stockholder Return(5) ($) | ||||||||||||||||||||||||||||
2023 | 606,815 | 21,167,681 | 1,147,438 | 6,956,657 | 43 | 122 | (116,554,000) | 653,764,000 | |||||||||||||||||||||
2022 | 29,125,117 | 19,912,519 | 8,187,742 | 3,365,035 | 26 | 77 | (175,357,000) | 523,756,000 | |||||||||||||||||||||
2021 | 5,379,682 | 9,345,753 | 3,236,763 | 7,134,050 | 54 | 120 | (145,215,000) | 415,287,000 |
PEO | |||||||||||||||||
2023 | 2022 | 2021 | |||||||||||||||
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 | |||||||||||||||||
2023 | 2022 | 2021 | |||||||||||||||
— | 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 |
Non-PEO NEO Average | |||||||||||||||||
2023 | 2022 | 2021 | |||||||||||||||
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 |
Coursera | 65 | 2024 Proxy Statement |
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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. |
Coursera | 68 | 2024 Proxy Statement |
February 29, 2024.
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) | 2,233,692 | 1.4 | |||||||||
Amanda M. Clark | 41,691 | * | |||||||||
Shravan K. Goli(4) | 262,865 | * | |||||||||
Kenneth R. Hahn(5) | 918,967 | * | |||||||||
Jeffrey N. Maggioncalda(6) | 3,191,799 | 2.0 | |||||||||
Christopher D. McCarthy | 9,777 | * | |||||||||
Theodore R. Mitchell(7) | 162,225 | * | |||||||||
Susan W. Muigai | — | * | |||||||||
Andrew Y. Ng(8) | 7,466,888 | 4.7 | |||||||||
Scott D. Sandell(9) | 12,883,119 | 8.2 | |||||||||
Sabrina L. Simmons(10) | 161,023 | * |
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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) | 25,721,227 | 15.9 | |||||||||
5% Stockholders: | |||||||||||
Baillie Gifford & Co.(12) | 24,156,815 | 15.4 | 15.5 | ||||||||
BlackRock, Inc.(13) | 9,274,720 | 5.9 | |||||||||
Entities affiliated with New Enterprise Associates 13, Limited Partnership(14) | 12,867,769 | 8.2 | 8.4 | ||||||||
The Vanguard Group(15) | 11,151,684 | 7.1 |
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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.
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
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.
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
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 March 24, 2023. Stockholder Proposals and Business for the To be considered for inclusion in the A stockholder proposal not included in the proxy statement for the
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
![]() Alan B. Cardenas Senior Vice President, General Counsel, and Secretary Mountain View, California March 28, 2024 Stockholders may
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