cour-20250331


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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

COURSERA, INC.

(Name of Registrant as Specified In Its Charter)

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

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


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Notice of 2025 Annual Meeting of Stockholders

When

Location

Who can vote

Tuesday, May 20, 2025 at 11:00 a.m. PT

Live webcast at www.virtualshareholdermeeting.com/COUR2025

Holders of Coursera’s common stock at the close of business on March 24, 2025 (“Record Date”)

Annual Meeting Proposals

Board recommendation

For further details

Election of Carmen Chang, Theodore R. Mitchell, and Scott D. Sandell to serve as Class I directors until our 2028 annual meeting of stockholders or until their successors are duly elected and qualified

FOR each director nominee

Page 4

Advisory approval of the compensation of our named executive officers as disclosed in this Proxy Statement

FOR

Page 60

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025

FOR

Page 64

We may also transact such other business as may properly come before the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments thereof. Stockholders of record as of the Record Date, are entitled to notice of and to vote at the Annual Meeting and any adjournments 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 are encouraged to review the entire Proxy Statement as well as our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) which 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 31, 2025

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, 2025.

YOUR VOTE IS IMPORTANT. Please vote your shares as soon as possible, whether or not you plan to attend the Annual Meeting. Voting instructions are contained on the proxy card or voting instruction form that you received with this Proxy Statement. We encourage you to read the accompanying Proxy Statement carefully and vote your shares via the internet, which is convenient, reduces the environmental impact, and saves significant postage and processing costs. You may vote in one of the following ways:

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 www.virtualshareholdermeeting. com/COUR2025 and use the 16-digit control number included in your proxy materials


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Table of Contents


Company Snapshot			1
Proposal 1: Election of Directors			4
About our Board of Directors			5
Director Biographies			7
Non-Employee Director Compensation			13
Corporate Governance			15
Executive Officers			25
Executive Compensation			26
Compensation Discussion and Analysis			26
HRC Committee Report			46
Executive Compensation Tables			47
CEO Pay Ratio			55
Pay Versus Performance			56
Proposal 2: Non-Binding Advisory Vote on Executive Compensation			60
Security Ownership of Certain Beneficial Owners and Management			61
Report of the Audit Committee			63
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm			64
Principal Accountant Fees and Services			64
Pre-approval Policies and Procedures			65
Questions and Answers About the Proxy Materials and the Annual Meeting			66
Other Matters			72
Stockholder Proposals and Business for the 2026 Annual Meeting			72
Appendix A - GAAP Reconciliation			A-1


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Company Snapshot

Who We Are

Coursera, Inc., a Delaware public benefit corporation (“we,” “us,” “our,” “Coursera,” or the “Company”) is one of the world’s largest online learning destinations, connecting an ecosystem of learners, educators, organizations, and institutions through high-quality content, credentials, data, and technology. Our mission is to provide universal access to world-class learning so that anyone, anywhere has the power to transform their life through learning.

As a global platform, Coursera unites educators, learners, and institutions, serving approximately 168 million learners from over 230 countries and territories as of December 31, 2024. Our educator partners, which include over 200 universities and 150 industry leaders, have created a broad catalog of content and credentials, from entry-level industry micro-credentials to university degrees. These are distributed through our platform, making high-quality, affordable education accessible around the globe.

Coursera serves learners with educational content and product experiences, such as interactive learning tools and personalized learning paths, directly through our website, on the job through their employers, and through programs sponsored by colleges, universities, and government organizations. The graphic below illustrates our global adult online learning ecosystem as of December 31, 2024:


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2024 Business Results

In 2024, we operated with discipline and sharpened our focus on Coursera’s core capabilities that we believe will create long-term value for learners, customers, educator partners, and stockholders. While prioritizing our efforts toward returning to higher growth, we significantly improved our operating leverage, achieving our first full year of positive Adjusted EBITDA*, and generated strong Free Cash Flow*. Additionally, we ended the year with a strong cash position and no debt. We also completed the $95 million share repurchase authorization announced in 2023, which was designed to reduce the impact of share dilution from employee stock issuances.

Over the past year, we navigated a dynamic environment with operating discipline, implementing a series of actions to refine our strategy and focus our efforts, including leadership changes and an expense reduction initiative. We are prioritizing investments in our Consumer and Enterprise businesses with a keen focus on retention and growth, building our brand, expanding our content catalog and educator partner network, growing our global reach, and other key initiatives that we believe will position us to deliver more durable growth over time.

Key results include:

•Grew revenue 9% year-over-year, reflecting the demand we continue to see from individuals and institutions seeking in-demand skills and branded credentials for today’s fast-changing economy and technology landscape.

•Delivered approximately a 690 basis point improvement on our net loss margin and more than 750 basis points of annual Adjusted EBITDA Margin* expansion with our first full year of positive Adjusted EBITDA*, demonstrating our operating discipline and the strong financial leverage in our business model.

•Generated over $95 million of net cash provided by operating activities and $59 million of Free Cash Flow*, bolstering the strength of our balance sheet and financial position.

•Completed a $95 million share repurchase program, designed to reduce the impact of share dilution from one-time employee stock issuances.

•Added approximately 26 million new registered learners, growing cumulative registered learners to over 168 million.

•Broadened our Enterprise customer base with nearly 250 new Paid Enterprise Customers, serving more than 1,600 businesses, governments, and campuses by the end of the year.

•Welcomed more than 25 new educator partners, including industry leaders such as Adobe, Johns Hopkins Medicine, Samsung, and XBOX, as well as prominent universities like Saïd Business School, University of Oxford and IIIT Hyderabad.

•Added nearly 40 new entry-level Professional Certificates, while expanding the number of industry micro-credentials with credit recommendations from the American Council on Education (ACE) and European Credit Transfer and Accumulation System (ECTS).

•Launched over 2,200 new courses in 2024, including over 450 courses in generative AI, as industry leaders like AWS, DeepLearning.AI, Google, Google Cloud, IBM, and Microsoft meet the growing learner demand to develop and showcase emerging AI skills and expertise.

•Expanded our translation initiative to serve our growing volume of international learners, ending the year with up to 24 languages available in nearly 5,000 courses, Specializations, and Professional Certificates.

•Delivered new AI-powered product innovation, including the ability for customers to author customized, private courses with Course Builder, as well as enhanced capabilities for personalized, interactive instruction with Coach, our virtual learning assistant.

* See Appendix A for the definitions of Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow as well as reconciliations of these non-GAAP financial measures to their comparable GAAP measures. GAAP refers to generally accepted accounting principles in the United States of America. Non-GAAP financial measures should not be considered in isolation from, or as an alternative to, their comparable GAAP measures.


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2024 Executive Compensation Highlights

Our executive compensation program is underpinned by our strong belief that executives’ interests should be aligned with stockholder value. To uphold this principle, our program ensures that a substantial portion of our executive officers’ target annual compensation opportunity is both variable and ‘at-risk.’ Additionally, our Human Resources and Compensation Committee (the “HRC Committee”) sets rigorous performance goals for each metric within our incentive compensation programs, ensuring that executives’ earnings are aligned with strong performance against pre-established objectives critical to our success and the creation of stockholder value.

In 2024, we introduced performance stock units (“PSUs”) to our stock incentive program for our executive team, with revenue selected as the key metric for 2024. We believe this approach aligns executive compensation with our key financial metric and supports the creation of stockholder value. The actual number of PSUs earned may range from 0% to 150% of the target amount, depending on the metric achievement.

The pay outcomes for 2024 demonstrate that our program is working as designed. Our cash incentive bonus program for our executive officers (the “2024 Executive Incentive Compensation Plan”), had equally weighted targets for revenue, Adjusted EBITDA, and New Student Degree Revenue, and paid out slightly above the combined target, reflecting our overall financial performance for the year. Meanwhile, our PSUs tied to 2024 revenue paid out below target. We intentionally use revenue as a metric in both our annual and long-term incentive programs, as we believe revenue growth is the primary driver of our ability to generate long-term value for our stockholders.

Forward-Looking Statements

This Proxy Statement, including the Compensation Discussion and Analysis section, contains forward-looking statements, including information about future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Any statements contained in this Proxy Statement that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as: “anticipate,” “believe,” “can,” “continue,” “could,” “demand,” “design,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “seek,” “should,” “target,” “will,” “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements include, but are not limited to, statements regarding: our mission to provide universal access to world-class learning; financial and operating leverage in our model; our priorities and investments to bolster return to more durable growth; the demand for online learning; anticipated features and benefits of our content and platform offerings; the anticipated utility of our non-GAAP financial measures; anticipated growth rates; our leadership transition; and our financial outlook, future financial and operational performance, and expectations, among others. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: our ability to attract, engage, and retain learners; our ability to increase sales of our offerings; our limited operating history; risks related to market acceptance and demand for our offerings; our ability to compete effectively; our ability to manage our growth; cybersecurity and privacy risks and regulations; potential disruptions to our platform; risks related to operations, regulatory, economic, and geopolitical conditions; current and future legal proceedings; our history of net losses and ability to achieve or sustain profitability; and risks and uncertainties discussed in our most recently filed periodic report on Form 10-K and subsequent filings and as detailed from time to time in our SEC filings. Other unknown or unpredictable factors also could have material adverse effects on our future results. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements included in this Proxy Statement are made only as of the date hereof. We undertake no obligation to update any forward-looking statements except to the extent required by law.


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Proposal 1:

Election of Directors

Our Board of Directors (our “Board”) currently consists of nine directors who are divided into three classes, Class I, Class II, and Class III, with members of each class serving 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 Annual Meeting;

•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 Sabrina L. Simmons, Susan W. Muigai, and Gregory M. Hart, and their terms will expire at the 2027 annual meeting.

Three Class I directors will be elected at the Annual Meeting to serve until the annual meeting of stockholders to be held in 2028 or until their successors are duly elected and qualified or until such director’s earlier death, resignation or removal from the Board, with the other classes of directors continuing to serve for the remainder of their respective terms. Our Nominating and Corporate Governance Committee (the “Governance Committee”) has recommended, and our Board has designated, Carmen Chang, Theodore R. Mitchell and Scott D. Sandell as the nominees for Class I directors to serve until the 2028 annual meeting of stockholders. The Class I 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 Governance Committee, to fill such vacancy.

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 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 I Nominees as Directors of Coursera.


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About Our Board of Directors

Our Board is divided into three classes with three-year terms. The following section provides summary information about our director nominees and continuing directors as of March 31, 2025.

Committee Membership(2)

Name

Age

Director Since

Class

Term Expiration(1)

Audit

Human Resources and Compensation (“HRC”)

Nominating and Corporate Governance (“Governance”)

Independent

Director Nominees:

Carmen Chang

2021

2025

Chair

Member

✔

Theodore R. Mitchell

2020

2025

Member

Chair

✔

Scott D. Sandell

Lead Independent Director

2011

2025

Member

✔

Continuing Directors:

Amanda M. Clark

2020

2026

Member

✔

Christopher D. McCarthy

2023

2026

Member

✔

Andrew Y. Ng

Chairman of the Board

2011

2026

—

Gregory M. Hart

President and CEO

2025

III

2027

—

Susan W. Muigai

2023

III

2027

Member

✔

Sabrina L. Simmons

2020

III

2027

Chair

✔

1.Each director’s respective three-year term expires at the annual meeting of stockholders to be held during the year indicated. If our director nominees are re-elected at the Annual Meeting, their respective terms will expire at our 2028 annual meeting of stockholders.

2.If our director nominees are re-elected at the Annual Meeting, each committee’s membership immediately following the Annual Meeting is expected to remain unchanged.


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Director Skills and Qualifications

We strive to maintain an experienced and highly qualified Board with a broad range of perspectives and skills. Our Governance Committee periodically assesses the appropriate size, composition, and needs of our Board as well as the desired qualifications, expertise, and characteristics for membership on our Board and each of its committees. Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of our Board from time to time, our Board has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet applicable requirements of the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”).

Our Board is made up of highly skilled individuals well versed in the technology, consumer, and education industries. The matrix below summarizes our Board members’ key skills and qualifications as a group. If an individual is not listed under a particular attribute, it does not signify a director’s lack of ability to contribute in that area. The biographical information set forth below includes a summary of the experience and qualifications of each of our directors that support the Board’s decision for each director to serve as a member of our Board at this time.

Carmen

Chang

Amanda M.

Clark

Gregory M.

Hart

Christopher D.

McCarthy

Theodore R.

Mitchell

Susan W.

Muigai

Andrew Y.

Scott D.

Sandell

Sabrina L.

Simmons

Global Growth and Scale

Experience expanding and scaling business internationally, with deep understanding of diverse market environments, geopolitical considerations, or economic conditions

✔

Technology and AI

Background in technology, including understanding of technological trends and disruptors such as generative AI and machine learning

✔

Workforce Skilling

Experience with workforce reskilling, upskilling, and training matters at an organizational level or in a broader societal context

✔

Consumer Insights and Trends

Background in analyzing, anticipating, and adapting to consumer behavior and market trends

✔

Education Industry

Experience and understanding of the education industry, including serving students and partnering with academic institutions

✔

Operational Leadership

Experience in executive management or operational leadership and able to provide insight into strategic and operating plans

✔

Finance and Accounting

Knowledge or experience in financial reporting, accounting, or financing and investing activities

✔

Public Company Board Governance and Compliance

Experience as a director of another public company, including experience in board governance and risk oversight (e.g., regulatory, cybersecurity, and data privacy risks)

✔


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Director Biographies

The biographies of our Class I director nominees and the other members of our Board as of March 31, 2025 are set forth below:

Class I Director Nominees


Carmen Chang Age: 77 Director Since: October 2021 Independent						Carmen Chang is 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 ed tech company. From 2016 to 2022, Ms. Chang served on the board of directors of Tuya Inc. (NYSE: TUYA). 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 brings significant business, legal, and leadership experience to our Board, including expertise in the Asian markets.
Committee Membership:						HRC (Chair), Governance
Education:						Master’s degree in modern Chinese history from Stanford University
						J.D. from Stanford Law School


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Class I Director Nominees


Theodore R. Mitchell Age: 69 Director Since: May 2020 Independent						Dr. Theodore R. Mitchell has been the President of the American Council on Education (“ACE”) since 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 a $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 Chief Executive Officer of the NewSchools Venture Fund, a national investor in education technology, from June 2005 to May 2014. Dr. Mitchell also previously served as President of the California State Board of Education, President of Occidental College, and in a variety of leadership roles at 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 is a board member for several privately held organizations: TIAA, Occidental College, Khan Academy, Education Quality Outcomes Standards Board, Jack Kent Cooke Foundation, and Credential Engine. He also served as a member of the board of directors of The McClatchy Company (PNK: MNIQQ) from May 2017 to August 2020 and of Frontline Ltd. (NYSE: FRO) from April 2017 to August 2018. Dr. Mitchell brings extensive experience as a leader in education, business, and public policy to our Board.
Committee Membership:						Governance (Chair), Audit
Education:						B.A. and Ph.D. in Education from Stanford University


Scott D. Sandell Age: 60 Director Since: December 2011 Independent						Scott D. Sandell is the Executive Chairman and Chief Investment Officer of NEA, a venture capital firm, since April 2024 and April 2023, respectively. Mr. Sandell also served as NEA’s Chief Executive Officer and Chairman from April 2023 to April 2024, Managing General Partner from April 2017 to April 2024, 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) from June 2016 to May 2022, Tuya Inc. (NYSE: TUYA) from April 2018 to June 2022, and Bloom Energy Corporation (NYSE: BE) from August 2003 to May 2022. Outside of NEA, Mr. Sandell is actively involved with the National Venture Capital Association and is a founding director of the organization’s nonprofit, Venture Forward. He is also an Adjunct Lecturer at Stanford University. Mr. Sandell brings significant public company director experience and global business, leadership, finance, and venture capital industry expertise to our Board.
Committee Membership:						HRC
Education:						A.B. in Engineering from Dartmouth College
						M.B.A. from the Stanford Graduate School of Business


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Continuing Directors


Amanda M. Clark Age: 45 Director Since: November 2020 Independent						Amanda M. Clark has served as Chief Executive Officer of WellBiz Brands Inc., a beauty and wellness franchise platform, since March 2024. 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) in various marketing roles for nearly 12 years on their brands including Olay, Pampers, and Oral-B. Ms. Clark brings significant business, marketing, and leadership experience as well as global operational expertise to our Board.
Committee Membership:						Audit, HRC
Education:						B.A. in Psychology and Theater Studies from Yale University


Gregory M. Hart Age: 55 Director Since: February 2025						Gregory M. Hart was appointed as our President, CEO, and as a member of our Board effective on February 3, 2025. Mr. Hart previously served as Chief Operating Officer at Compass, Inc., a real estate technology company, from May 2022 to December 2023, and as its Chief Product Officer from April 2020 to April 2022. Prior to that, Mr. Hart held various leadership positions at Amazon, Inc. (Nasdaq: AMZN), where he served for 23 years, including leading Amazon’s Prime Video global business, leading the Amazon Echo business, and as Technical Advisor to Jeff Bezos, Amazon’s founder and Chief Executive Officer. Since December 2024, he has served as a member of the board of directors of Bose Corporation. Mr. Hart brings extensive operational leadership, as well as product, technology, and consumer experience to our Board.
Education:						B.A. in English Literature from Williams College


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Continuing Directors


Christopher D. McCarthy Age: 49 Director Since: January 2023 Independent						Christopher D. McCarthy has served as the co-Chief Executive Officer of Paramount Global, Inc. (Nasdaq: PARA) since May 2024 and has also been President and Chief Executive Officer of Showtime/MTV Entertainment Studios and Paramount Media Networks since 2022, where he leads a global network of media assets and oversees entertainment brands including Paramount, Showtime, MTV, Comedy Central, and Smithsonian. He previously served as President of Entertainment and Youth Brands for Domestic Media Networks and President and Chief Executive Officer of MTV Entertainment Group since the December 2019 merger between CBS and Viacom. Prior to the merger, Mr. McCarthy served in senior executive positions across the Company and Viacom, including as President of MTV, VH1, CMT, and Logo, since joining as a freelancer in 2004. Mr. McCarthy has led industry-wide coalitions to tackle mental health and civic engagement. Mr. McCarthy has served on the board of directors for the Animal Medical Center of New York since 2022. Mr. McCarthy brings operational excellence, leadership experience, consumer trends, and social impact expertise to our Board.
Committee Membership:						Governance
Education:						B.S. with Honors in Commerce and Engineering from Drexel University
						M.B.A. from The Wharton School of Business at the University of Pennsylvania


Susan W. Muigai Age: 55 Director Since: August 2023 Independent						Susan W. Muigai will be joining Mastercard Incorporated (NYSE: MA) as Chief People Officer in April 2025, where she will lead all aspects of its human resources strategy and function. From October 2021 to March 2025, Ms. Muigai served as the Executive Vice President and Chief Human Resources Officer at TransUnion Limited (NYSE: TRU), where she was responsible for leading TransUnion’s human resource strategy and function, contributing to the company’s vision and strategy. Previously, Ms. Muigai amassed a wealth of experiences over a 16-year career at Walmart Stores Inc., most recently serving as Senior Vice President, People for Walmart International from March 2020 to September 2021. At Walmart, Ms. Muigai had an expansive role supporting 550,000 employees across 23 countries including advancing strategies for talent acquisition, succession planning, leadership development, and total rewards. Ms. Muigai has been a board member of the Breakfast Club of Canada since April 2017. Ms. Muigai’s global experience and customer perspective as a seasoned Chief People Officer brings strategic insight to our Board and strengthens our ability to serve learners and Enterprise customers worldwide.
Committee Membership:						HRC
Education:						Bachelor of Law degree from the University of Windsor, Canada
						Master of Laws degrees from the University of London, England, and York University, Canada


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Continuing Directors


Andrew Y. Ng Age: 48 Director Since: October 2011						Andrew Y. Ng is one of our co-founders and served as Co-CEO until 2014. He currently serves as Chairman of the Board since inception, and is a consultant. Dr. Ng is a leading voice in artificial intelligence (AI) and online education. In 2013, he was named in the Time100 list of the most influential people in the world. Prior to founding Coursera, Dr. Ng was the founding lead of the Google Brain team from 2011 to 2012. From April 2017 to May 2024, he was Chief Scientist at Baidu, Inc., a multinational technology company, where he led the company’s global AI strategy and infrastructure. As an adjunct professor and tenured member of Stanford University’s faculty, he has taught in the computer science department for over two decades. In 2011, Dr. Ng led the development of Stanford’s first massive open online course (MOOC) platform and launched an online machine learning class that reached over 100,000 students—an initiative that inspired the creation of Coursera. Dr. Ng currently serves as CEO of Landing.AI, which helps companies jumpstart AI adoption, and is a Managing General Partner of AI Fund and AI Fund II, a venture studio supporting entrepreneurs in building 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. Since April 2024, Dr. Ng has served on the board of Amazon, Inc. (Nasdaq: AMZN). Dr. Ng has authored or co-authored over 200 research papers in machine learning, robotics, and related fields. Dr. Ng’s knowledge of our company as co-founder and his breadth and depth of experience as a pioneer in online education and artificial intelligence bring invaluable industry, technology, and leadership expertise to our Board.
Education:						B.S. in Math and Computer Science from Carnegie Mellon University
						M.S. in Electrical Engineering and Computer Science from MIT
						Ph.D. in Computer Science from the University of California, Berkeley


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Continuing Directors


Sabrina L. Simmons Age: 61 Director Since: February 2020 Independent						Sabrina L. Simmons has served as the Chief Financial Officer of Petco Health and Wellness Company (Nasdaq: WOOF) since February 2025. She previously served as Executive Vice President and Chief Financial Officer of The Gap, Inc. (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). Since October 2018, Ms. Simmons has served as a member of the board of directors of Columbia Sportswear Company (Nasdaq: COLM), where she is a member of the compensation committee and the nominating and corporate governance committee. Since September 2022, she has been a director at Moloco, a privately held advertising technology company. Ms. Simmons was previously a director and audit committee chair of Petco Health & Wellness from January 2021 to February 2025, e.l.f. Beauty, Inc. (NYSE: ELF) from March 2016 to May 2021, and Williams-Sonoma, Inc. (NYSE: WSM) from January 2015 to June 2022. Ms. Simmons brings extensive public company leadership, board experience, and financial expertise to our Board.
Committee Membership:						Audit (Chair)
Education:						B.S. in Business Administration from the University of California, Berkeley
						M.B.A. from the University of California, Los Angeles
						CPA from CA (inactive)


Coursera			12			2025 Proxy Statement


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Non-Employee Director Compensation

Our director compensation is designed to attract and retain qualified directors and address the time, effort, expertise, and accountability required of active Board membership. Our HRC Committee periodically evaluates the appropriate level and form of compensation for non-employee members of our Board and recommends changes when appropriate. As part of its evaluation, the HRC Committee reviews the information, analysis, and recommendations provided by our independent compensation consultant, Compensia, Inc. (“Compensia”), which includes benchmarking compensation paid to non-employee directors to companies in our compensation peer group. Under our non-employee director compensation policy, our non-employee directors are compensated for Board and Board committee service through annual equity retainers with a pre-established target economic value, an annual base cash retainer for board service, and additional annual retainers for non-executive Board Chair and committee service. The compensation for our non-employee directors for service on our Board and its committees in 2024 was structured as follows:



$185,000	+	$37,500	+
Annual Equity Retainer		Annual Cash Retainer

The annual cash retainers are paid quarterly in arrears, pro-rated for any partial months of service. The annual equity retainer is paid in restricted stock units (“RSUs”) under the Coursera, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) following the conclusion of each annual meeting of our stockholders to each non-employee director who will continue serving as a member of the Board. The annual RSU award will be with respect to a number of shares of common stock having an aggregate value equal to $185,000, based on the average closing price of our common stock during the 30 calendar days prior to the grant date. Each annual RSU award vests on the earliest of the first anniversary of the grant date, the next annual meeting of stockholders following the grant date, or the consummation of a change in control as defined in the 2021 Plan, subject to the non-employee director’s continued service as a director of Coursera through the applicable vesting date.

In addition, a non-employee director is granted an initial RSU award upon appointment to our Board that vests over three years, with 33% of the RSUs vesting after one year, and the remaining RSUs vesting in quarterly installments over the next eight quarters, subject to the director’s continued service through the applicable vesting dates. We also reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses incurred in connection with their attendance at Board and committee meetings.

Employee directors do not receive any compensation for service as a Board member.


Coursera			13			2025 Proxy Statement


						Table of Contents

2024 Director Compensation

The following table provides information on the compensation paid to our non-employee directors for the year ended December 31, 2024, pursuant to the non-employee director compensation policy described above. Our employee directors do not receive any cash compensation for their service on our Board or its committees.


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

Carmen Chang	57,000	149,165	206,165
Amanda M. Clark	55,000	149,165	204,165
Christopher D. McCarthy	42,000	149,165	191,165
Theodore R. Mitchell	56,500	149,165	205,665
Susan W. Muigai	45,000	149,165	194,165
Andrew Y. Ng	57,500	149,165	206,665
Scott D. Sandell	45,000	149,165	194,165
Sabrina L. Simmons	57,500

SEC Form DEF 14A filed by Coursera Inc.