DEF 14A of Coursera, Inc., Mar 29, 2024

DEF 14A of Coursera, Inc.

Filed Mar 29, 2024 · FY20230001651562-24-000023

Open on EDGAR

  1. Our Board

    Our Board Our Board of Directors (our “Board”) is divided into three classes with staggered three-year terms. The following table and graphs in this section provide summary information about our director nominees and continuing directors as of March 28, 2024.

  2. Our Board

    | | | | | | 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 |

  3. Our Board

    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 2027 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 be unchanged. 3.Refers to the Leadership, Diversity, Equity, Inclusion, and Compensation Committee (hereinafter referred to as the “LDEIC committee”).

  4. Board of Directors

    Board of Directors Our business and affairs are organized under the direction of our Board. The primary responsibilities of our Board are to provide risk oversight, strategic guidance, counseling, and direction to our management. The Board is committed to sound and effective governance practices that promote long-term stockholder value and strengthen the Board’s management accountability to our stockholders, customers, and other stakeholders. The following table highlights many of our key governance practices.

  5. Board of Directors

    | •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 Board | •Robust director nominee selection process | | •Proactive stockholder and stakeholder engagement | •Commitment to periodic board refreshment and continued assessment of highly qualified, diverse, and independent candidates for nomination to the Board | | •Regular executive sessions of our non-management directors without management present | •Policies regarding transactions in our common stock, including prohibitions on hedging and short selling | | •Director resignation policy in uncontested director elections when a director receives more “withhold” votes than votes “for” election | •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 with an effective mix of relevant skills, experience, perspectives, tenure, gender, and ethnic diversity |

  6. Board of Directors

    | Coursera | 12 | 2024 Proxy Statement |

  7. Class III Director Nominees

    Class III Director Nominees

  8. Class III Director Nominees

    | Jeffrey N. Maggioncalda Age: 55 Director Since: June 2017 | Jeffrey N. Maggioncalda has served as our President and CEO and as a member of our Board since June 2017. Mr. Maggioncalda previously served as CEO and a director of Financial Engines, Inc. (Nasdaq: FNGN), a provider of financial advisory services, from August 1996 until December 2014, and served as a consultant until June 2015. Mr. Maggioncalda holds an M.B.A. from the Stanford Graduate School of Business and a B.A. in Economics and English from Stanford University. Mr. Maggioncalda has also served as a director of SVB Financial Group since April 2012. Mr. Maggioncalda’s position as our CEO and prior positions as the CEO and a director of a public company bring industry expertise and extensive leadership experience to our Board. |

  9. Class III Director Nominees

    | Susan W. Muigai Age: 54 Director Since: August 2023 | Susan W. Muigai has been a member of our Board since August 2023. Ms. Muigai currently serves as the Executive Vice President and Chief Human Resources Officer at TransUnion, a role she assumed in October 2021. In this capacity, she spearheads TransUnion’s HR strategy and organization transformation initiatives, contributing to the company’s vision and strategy. Before her tenure at TransUnion, Ms. Muigai amassed a wealth of experiences over a 16-year career at Walmart Stores Inc., most notably serving as Senior Vice President, People for Walmart International. Her expansive role supporting 550,000 employees across 25 countries involved advancing strategies for talent acquisition, succession planning, leadership development, and total rewards. Ms. Muigai earned a Bachelor of Law degree from the University of Windsor, Canada, and Masters of Law degrees from the University of London, England, and York University, Canada. Ms. Muigai’s global experience and customer perspective as a seasoned Chief Human Resources Officer brings strategic insight to our Board and strengthens our ability to serve learners and Enterprise customers worldwide. |

  10. Class III Director Nominees

    | Coursera | 25 | 2024 Proxy Statement |

  11. Class III Director Nominees

    Class III Director Nominees

  12. Class III Director Nominees

    | Sabrina L. Simmons Age: 60 Director Since: February 2020 Independent | Sabrina L. Simmons has served as a member of our Board since February 2020 and chair of our audit committee since May 2021. Ms. Simmons served as Executive Vice President and Chief Financial Officer of The Gap, Inc. (“The Gap”) (NYSE: GPS), a clothing company, from January 2008 until February 2017. Ms. Simmons held several positions at The Gap, including as Executive Vice President, Corporate Finance from September 2007 to January 2008, Senior Vice President, Corporate Finance and Treasurer from March 2003 to September 2007, and Vice President and Treasurer from September 2001 to March 2003. Prior to joining The Gap, Ms. Simmons served as the Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, a British genetics company, and was Assistant Treasurer at Levi Strauss & Co. (NYSE: LEVI). Ms. Simmons currently serves as a member of the board of directors of Columbia Sportswear Company (Nasdaq: COLM), an outdoor apparel company, where she is a member of the compensation committee and the nominating and corporate governance committee, as a director a Petco Health & Wellness (Nasdaq: WOOF) where she is also the chair of the audit committee and as a director at Moloco, a privately held advertising technology company. Ms. Simmons was previously a director of e.l.f. Beauty, Inc. (NYSE: ELF), an international cosmetics company, where she also chaired the audit committee, and of Williams-Sonoma, Inc. (NYSE: WSM), a consumer retail company, where she chaired the audit and finance committees. Ms. Simmons holds a B.S. in Business Administration from the University of California, Berkeley and an M.B.A. from the University of California, Los Angeles. Ms. Simmons brings extensive public company leadership and board experience and significant financial expertise to our Board. |

  13. Class III Director Nominees

    | Coursera | 26 | 2024 Proxy Statement |

  14. Class III Director Nominees

    | Carmen Chang Age: 76 Director Since: October 2021 Independent | Carmen Chang has served as a member of our Board since October 2021. Ms. Chang serves as a Partner and Head of Asia at New Enterprise Associates, Inc. (“NEA”), where she focuses on building NEA’s global organization and portfolio in China and other emerging markets in Asia. Ms. Chang joined NEA in 2012. Ms. Chang currently serves on the board of directors for a number of privately-held companies, including Moqi Inc., an innovative player in biometrics identification, Blue Ocean Technologies Inc., a developer of scalable, high performing AI chips, Cista System Corp., a developer of image sensor systems, Workera Corp., a technology upskilling platform, Transfix, Inc., a B2B freight marketplace, Blue Cheetah Analog Design, Inc., a developer of high-tech generators, Gravel Inc., a construction labor marketplace, Woebot Labs, Inc., an AI based digital mental health company, and Kira Learning, Inc., an AI EdTech company. Ms. Chang previously served on the board of directors of Tuya Inc. (NYSE: TUYA), a one-stop Internet of Things (“IoT”) solutions platform for device manufacturers. Prior to joining NEA, Ms. Chang was a partner at a major Silicon Valley law firm, where she specialized in corporate and securities law and led that firm’s China practice. Ms. Chang holds a master’s degree in modern Chinese history from Stanford University and a juris doctorate degree from Stanford Law School. Ms. Chang brings significant business, legal, and leadership experience to our Board. |

  15. Class III Director Nominees

    | Amanda M. Clark Age: 44 Director Since: November 2020 Independent | Amanda M. Clark has served as a member of our Board since November 2020. In March 2024, Ms. Clark was appointed CEO of WellBiz Brands Inc, a beauty and wellness franchise platform. From February 2020 to March 2024, Ms. Clark served as the Chief Development Officer of Papa John’s International, Inc. (Nasdaq: PZZA), a restaurant franchise. Ms. Clark was previously with Taco Bell Corp., a restaurant company, where she was responsible for design, consumer facing technology, merchandising, customer marketing, new concepts, and company development, and served as Executive Vice President Restaurant Experience from February 2019 to February 2020, Senior Vice President North America Development from May 2017 to February 2019, and the General Manager for Taco Bell Canada from November 2015 to August 2018. Previously, Ms. Clark served in roles of increasing responsibility in Brand Marketing at Taco Bell since 2013. Prior to joining Taco Bell, Ms. Clark worked at Procter and Gamble (NYSE: PG), a multinational consumer goods corporation, in various marketing roles for nearly 12 years on their brands including Olay, Pampers, and Oral-B. Ms. Clark holds a B.A. in Psychology and Theater Studies from Yale University. Ms. Clark brings significant business, marketing, and leadership experience as well as global operational expertise to our Board. |

  16. Class III Director Nominees

    | Coursera | 27 | 2024 Proxy Statement |

  17. Class III Director Nominees

    | Christopher D. McCarthy Age: 48 Director Since: January 2023 Independent | Christopher D. McCarthy has served as a member of our Board since January 2023. Since November 2013, Mr. McCarthy has served as President and CEO of SHOWTIME & MTV Entertainment Studios and Paramount Media Networks, leading global media, streaming, and entertainment companies. As President and CEO of SHOWTIME & MTV Entertainment Studios, Mr. McCarthy oversees some of today’s biggest hits including Yellowstone, Yellowjackets, Emily in Paris, 1883, South Park, Tulsa King, and RuPaul’s Drag Race. Across Paramount Media Networks, Mr. McCarthy oversees a global network of media assets featuring iconic entertainment brands, including SHOWTIME, MTV, Comedy Central, Paramount Network, Smithsonian Channel, and more. Mr. McCarthy has led industry-wide coalitions to tackle mental health and civic engagement driving record youth turnout. He is Executive Sponsor of The BEAT, Paramount’s Black employee affinity group and has served on the board of directors for the Animal Medical Center of New York since 2022 and for Peabody Awards since 2019. Mr. McCarthy holds a B.S. with Honors in Commerce and Engineering from Drexel University and an M.B.A. from The Wharton School of Business at the University of Pennsylvania. Mr. McCarthy’s operational excellence, leadership experience, and social impact expertise make him a valuable addition to our Board. |

  18. Class III Director Nominees

    | Theodore R. Mitchell Age: 68 Director Since: May 2020 Independent | Dr. Theodore R. Mitchell has served as a member of our Board since May 2020. Dr. Mitchell assumed the Presidency of the American Council on Education (“ACE”) in September 2017. Prior to that time, he was the Under Secretary of the United States Department of Education from May 2014 until January 2017, responsible for all post-secondary and adult education policy programs as well as the $1.3 trillion Federal Student Aid Portfolio. From January 2017 to September 2017, Dr. Mitchell served as a private consultant, including to ACE. Prior to his federal service, Dr. Mitchell served as the CEO of the NewSchools Venture Fund, a national investor in education technology, from June 2005 to May 2014. Dr. Mitchell also previously served as President of the California State Board of Education, President of Occidental College, and in a variety of leadership roles at University of California, Los Angeles, including Vice Chancellor. Dr. Mitchell was Deputy to the President and to the Provost at Stanford University and began his career as a professor at Dartmouth College where he also served as Chair of the Department of Education. Dr. Mitchell also served as a member of the board of directors of The McClatchy Company (PNK: MNIQQ) from May 2017 to August 2020 and served as a member of the board of directors of Frontline Ltd. (NYSE: FRO) from April 2017 to August 2018. Dr. Mitchell holds a B.A. and Ph.D. in Education from Stanford University. Dr. Mitchell brings extensive experience as a leader in education, business, and public policy to our Board. |

  19. Class III Director Nominees

    | Coursera | 28 | 2024 Proxy Statement |

  20. Class III Director Nominees

    | Andrew Y. Ng Age: 47 Director Since: October 2011 | Andrew Y. Ng is one of our co-founders and has served as the Board Chair since inception and as a consultant since June 2014. Dr. Ng is a global leader in both education and in AI. Prior to founding Coursera, Dr. Ng was also the founding lead of the Google Brain team. He was also Chief Scientist at Baidu, Inc., a Chinese language search engine, where he led approximately 1,300 people in the company’s AI Group and was responsible for driving the company’s global AI strategy and infrastructure. As an adjunct professor and tenured member of Stanford University’s faculty, Dr. Ng also served as Director of the Stanford AI Lab. Dr. Ng currently serves as CEO of Landing.AI, which helps companies jumpstart AI adoption, and Managing General Partner of AI Fund, which supports entrepreneurs to build AI companies, positions he has held since January 2018. Dr. Ng also leads DeepLearning.AI Corp., which provides AI training, including through our platform, since its founding in June 2017. Dr. Ng holds a B.S. in Math and Computer Science from Carnegie Mellon University, an M.S. in Electrical Engineering and Computer Science from MIT, and a Ph.D. in Computer Science from the University of California, Berkeley. Dr. Ng’s knowledge of our company as co-founder and his breadth and depth of experience as a pioneer in online education bring invaluable industry and leadership expertise to our Board. |

  21. Class III Director Nominees

    | 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. |

  22. Class III Director Nominees

    | Coursera | 29 | 2024 Proxy Statement |

  23. Non-Employee Director Compensation

    Non-Employee Director Compensation Our LDEIC committee periodically evaluates the appropriate level and form of compensation for non-employee members of our Board and recommends changes when appropriate. As part of the committee’s evaluation, the committee reviews the information, analysis, and recommendations provided by our independent compensation consultant, Compensia, Inc. (“Compensia”), which includes benchmarking compensation paid to non-employee directors to companies in our compensation peer group, The compensation arrangements described below applied to all of our non-employee directors for 2023, and there were no changes to such compensation from the prior fiscal year. Under our non-employee director compensation policy, our non-employee directors were entitled to receive cash compensation in 2023 that consisted of a $35,000 annual retainer, an additional $15,000 annual retainer for the non-executive chair, and the following additional annual retainers for committee service:

  24. Non-Employee Director Compensation

    | 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 |

  25. Non-Employee Director Compensation

    The non-employee director compensation policy also provides for the annual grant of RSUs under the Coursera, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) following the conclusion of each regular annual meeting of our stockholders to each non-employee director who will continue serving as a member of the Board. The annual RSU award will be with respect to a number of shares of common stock having an aggregate fair value equal to $185,000, based on the average closing price of a share of our common stock during the 30 calendar days prior to the grant date. Each annual RSU award will become fully vested on the earliest of the 12 month anniversary of the grant date, the next annual meeting of stockholders following the grant date, or the consummation of a change in control as defined in the 2021 Plan, subject to the non-employee director’s continued service as a director of Coursera through the applicable vesting date. In addition, a non-employee director is granted an initial RSU award upon appointment to our Board. In connection with Mr. McCarthy’s appointment as a director in January 2023 and Ms. Muigai’s appointment as a director in August 2023, they were each granted an initial RSU award with an aggregate fair value equal to $400,000, based on the average closing price of a share of our common stock during the 30 calendar days prior to the grant date. The initial RSU awards vest over three years, with 33% of the RSUs vesting after one year, and the remaining RSUs vesting in quarterly installments over the next eight quarters, subject to the director’s continued service through the applicable vesting dates. We also reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses incurred in connection with their attendance at Board and committee meetings. Employee directors do not receive any compensation for service as a Board member.

  26. Non-Employee Director Compensation

    | Coursera | 30 | 2024 Proxy Statement |

  27. 2023 Director Compensation

    2023 Director Compensation The following table shows certain information with respect to the compensation of our non-employee directors during the year ended December 31, 2023, pursuant to the non-employee director compensation policy described above. Our employee directors do not receive any cash compensation for their service on our Board or Board committees.

  28. 2023 Director Compensation

    | 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 |

  29. 2023 Director Compensation

    1.The amount shown in this column reflects the aggregate fair value of the initial RSU awards granted to Mr. McCarthy and Ms. Muigai in connection with their appointments to our Board in January 2023 and August 2023, respectively, and the annual RSU awards granted to all non-employee directors who were serving on the Board in May 2023 pursuant to our non-employee director compensation policy. The amount shown in this column does not reflect the dollar amount actually received by the director, instead it represents the aggregate fair value of the stock awards computed as of the grant date of each award in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC 718”). For information on the assumptions used in the calculations of these amounts, refer to Note 12 of our audited consolidated financial statements contained in our Annual Report. 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:

  30. 2023 Director Compensation

    | 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 |

  31. 2023 Director Compensation

    | Coursera | 31 | 2024 Proxy Statement |

  32. 2023 Director Compensation

    Executive Officers The names of our executive officers and other corporate officers and their ages as of March 28, 2024, are as follows:

  33. 2023 Director Compensation

    | 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 | | Leah F. Belsky | 43 | Senior Vice President and Chief Revenue Officer | | Alan B. Cardenas | 48 | Senior Vice President, General Counsel, and Secretary | | Shravan K. Goli | 53 | Senior Vice President and Chief Operating Officer | | Richard J. Jacquet, Jr. | 56 | Senior Vice President and Chief People Officer | | Michele M. Meyers* | 44 | Vice President, Accounting and Chief Accounting Officer |

  34. 2023 Director Compensation

    *Ms. Meyers is an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, but not an executive officer. Certain biographical information of our executive officers is set forth below (except Mr. Maggioncalda’s information, which is set forth above under “Proposal 1 Election of Directors—Other Directors”): Kenneth R. Hahn has served as our Senior Vice President, Chief Financial Officer, and Treasurer since May 2020. Prior to joining Coursera, Mr. Hahn was the Chief Financial Officer of CollectiveHealth, Inc., a private healthcare SaaS company, from March 2017 until May 2020. Mr. Hahn also previously served as Chief Financial Officer at QuinStreet, Inc. (Nasdaq: QNST), Borland Software Corporation (Nasdaq: BORL), and Extensity, Inc. (Nasdaq: EXTN). Mr. Hahn holds a B.A. in Business Administration summa cum laude from California State University, Fullerton and an M.B.A. from Stanford Graduate School of Business, where he was named an Arjay Miller Scholar. Leah F. Belsky has served as our Senior Vice President and Chief Revenue Officer since October 2022. Prior to becoming our Chief Revenue Officer, Ms. Belsky served in various other roles at Coursera, including as Senior Vice President and Chief Enterprise Officer from December 2019 until October 2022, Senior Vice President of Enterprise from March 2018 until December 2019, Vice President of Global Sales & Business Development from November 2016 until March 2018, and as Vice President of Partnerships from October 2015 until November 2016. Prior to joining Coursera, from October 2011 until October 2015, Ms. Belsky was Senior Vice President at Kaltura, Inc., a video technology company, where she oversaw enterprise growth, operations, services, and international expansion during her tenure. Ms. Belsky holds a B.A. in Political Science and Human Biology from Brown University and a J.D. from Yale Law School. Alan B. Cardenas has served as our Senior Vice President, General Counsel, and Secretary since May 2023 and served as our Vice President, Deputy General Counsel, and Assistant Corporate Secretary from September 2021 to May 2023. Prior to joining Coursera, Mr. Cardenas served as Head of U.S. Corporate Legal for Siemens Energy, an energy technology company and spin-off from Siemens, from January 2020 to September 2021. Prior to Siemens Energy, Mr. Cardenas served in multiple roles for Siemens, a global manufacturing and technology conglomerate, from September 2008 to December 2019, including Lead Counsel - Central Functions, Lead Lawyer - Global Business Services from April 2019 - December 2019 and Lead Counsel - Central Functions from June 2012 to March 2019. During his time at Siemens, Mr. Cardenas also served as General Counsel and Secretary of the Siemens Foundation from August 2010 to February 2020. Mr. Cardenas started his career with Debevoise & Plimpton LLP. Mr. Cardenas holds a J.D. from Rutgers University School of Law and a B.A. in History and Political Science from Rutgers University.

  35. 2023 Director Compensation

    | Coursera | 32 | 2024 Proxy Statement |

  36. 2023 Director Compensation

    Shravan K. Goli has served as our Senior Vice President and Chief Operating Officer since October 2022. Prior to becoming our Chief Operating Officer, Mr. Goli served as our Chief Product Officer and Head of Consumer Revenue from April 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 March 2013 until June 2017. Before that, Mr. Goli served as President and CEO 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 its Nominating and Corporate Governance and Software and Subscription Committees. Richard J. Jacquet, Jr. has served as our Senior Vice President and Chief People Officer since January 2019. Prior to joining Coursera, Mr. Jacquet was the Chief People Officer of Gigamon Inc., a networking and security SaaS company, from May 2013 until January 2019. From March 2007 to May 2013, Mr. Jacquet held various VP-level human resources positions at Yahoo! Inc. Mr. Jacquet holds a B.S. in Business from California State University, Chico and an M.B.A. from Notre Dame de Namur University. Michele M. Meyers has served as our Vice President, Accounting and Chief Accounting Officer since March 2022. Prior to joining Coursera, Ms. Meyers spent seven years at Black Knight, Inc. (NYSE: BKI), a market-leading provider of software solutions, data, and analytics to the mortgage and real estate industries, serving for three years as their Chief Accounting Officer and Treasurer and for four years as their Vice President, Finance and Controller. From July 2012 to January 2015, Ms. Meyers served as Vice President and Corporate Controller of Altisource Portfolio Solutions S.A. (Nasdaq: 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 Accounting from the University of West Florida and is a certified public accountant.

  37. 2023 Director Compensation

    | Coursera | 33 | 2024 Proxy Statement |

  38. 2023 Director Compensation

    Executive Compensation

  39. 2023 Executive Compensation Highlights

    ultimately earn is based on strong performance measured against pre-established objectives that are key to our success and, ultimately, stockholder value creation. Consistent with our performance and compensation philosophy, the LDEIC committee took the following compensation actions for our NEOs in 2023: •Base Salaries: None of our NEOs received a base salary increase in 2023 except for Mr. Hahn who received a salary increase of 5% in March 2023 as a merit increase and Mr. Cardenas, who received a salary increase of 3% in March 2023 as a merit increase and an increase of 14% in connection with his promotion to General Counsel. At his request, the base salary of our CEO, Mr. Maggioncalda, has not been increased since he joined us in 2017. •Annual Cash Incentive Bonus Opportunities: All of our NEOs maintained the same annual cash incentive bonus target percentages for 2023 as in 2022 except for Mr. Cardenas whose target percentage increased from 30% to 50% of his base salary effective in May 2023 in connection with his promotion to General Counsel, with his 2023 bonus payout prorated accordingly. At his request, our CEO has declined increases to his annual cash incentive bonus target since he joined us in 2017, despite his bonus target opportunity being below public company norms for a CEO. Based on the achievement of pre-established metrics, the 2023 cash incentive bonuses for our NEOs were earned and paid at 82.6% of target. •Equity Awards (Long-Term Incentives): We did not grant any equity awards to our NEOs in 2023 except for Mr. Cardenas who received RSU and stock option awards that vest quarterly over four years subject to his continued employment, in connection with his promotion to General Counsel. We resumed equity grants for our NEOs in the first quarter of 2024 (other than our CEO who declined to receive an equity award in 2024) and expect to resume granting annual refresh equity awards to our NEOs, including our CEO, in the first quarter of 2025. •Stockholder Outreach and Response to Feedback - Introduction of Stock Ownership Guidelines and Performance Based Equity Awards: We engaged in significant stockholder outreach in connection with the results of our say-on-pay vote in 2023 in order to better understand the concerns of our largest stockholders. As a result of stockholder feedback, in 2024, we adopted stock ownership guidelines and introduced performance-based restricted stock units (“PSUs”) to our executive compensation program. For 2024, PSUs represent 25% of equity awards granted to our executive officers (other than our CEO who declined to receive an equity award in 2024). For 2024, the PSUs are based on a revenue goal over a one-year performance period, with a four-year total vesting schedule. We will continue to review the mix of PSUs and RSUs in future years with the goal of increasing the weighting of PSUs to align with market norms. We will also periodically review the performance metric(s) and the length of the performance period. For more information on our stockholder engagement, 2024 PSU program, see the “Stockholder Engagement and our Say-on-Pay Vote” and “2024 PSU program” sections of this Compensation Discussion & Analysis. •Clawback Policy Adoption: We adopted an incentive compensation recoupment policy (“clawback policy”) that complies with SEC rules and NYSE listing standards. The policy requires recoupment of erroneously awarded incentive-based compensation paid to our current or former executive officers in the event of an accounting restatement. •No Perquisites: Consistent with our past practice, we did not provide any perquisites to our NEOs in 2023.

  40. 2023 Executive Compensation Highlights

    * The performance measures under our 2023 Executive Incentive Compensation Plan are defined and further described in “Compensation Elements—Annual Cash Incentive Bonus Opportunity”.

  41. Emphasis on At Risk Compensation

    Emphasis on At Risk Compensation Consistent with our compensation philosophy, our executive compensation program emphasizes “at-risk” pay over “fixed” pay and focuses on long-term incentives. The annual compensation of our executive officers varies from year to year based on our corporate financial and operational results and the performance of our stock price. In 2023, we did not grant equity awards to our NEOs, other than to Mr. Cardenas in connection with his promotion to General Counsel. As a result, total direct compensation in 2023 did not consist of a majority of at-risk pay. For 2024, we expect that our introduction of PSUs as a component of our overall executive equity compensation program will result in a substantial portion of our NEOs’ compensation to be performance-based pay. The following chart shows the average pay mix for our NEOs (other than our CEO) in 2023 and their expected pay mix in 2024. * The data excludes our CEO given that he declined to receive any equity awards in 2023 and 2024 in light of a significant “catch-up” equity award he was granted in 2022, as described in “Equity Awards (Long-Term Incentive Compensation)” below. The 2023 data excludes Alan Cardenas who was granted RSU and option awards in connection with his promotion to General Counsel in May 2023. ** Amounts are based on the average of the LDEIC committee’s targeted economic value of the RSU and PSU awards, respectively, granted in March 2024 to the applicable NEOs (other than our CEO). The average grant date fair values of such RSU and PSU awards is $2.3 million for the RSUs and $0.8 million for the PSUs, computed in accordance with ASC 718.

  42. Stockholder Engagement and our Say-on-Pay Vote

    | 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. |

  43. Compensation Philosophy and Guiding Principles

    Compensation Philosophy and Guiding Principles We have designed our executive compensation program to reward our executive officers at a level consistent with our overall strategic and financial performance and to provide remuneration sufficient to attract, retain, and motivate them to exert their best efforts in the highly-competitive technology and consumer-oriented environments in which we operate. We believe that competitive compensation packages consisting of a combination of base salaries, annual cash bonus opportunities, and long-term incentive opportunities in the form of equity awards that are earned over a multi-year period, enable us to attract top talent, motivate successful short-term and long-term performance, satisfy our retention objectives, and align the compensation of our executive officers with our performance and long-term value creation for our stockholders.

  44. Role of the LDEIC Committee

    Role of the LDEIC Committee The LDEIC committee, among its other responsibilities, establishes our overall compensation philosophy and reviews and approves our executive compensation program, including the specific compensation of our executive officers and the compensation of the non-employee members of our Board. The LDEIC committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities to determine the compensation of our executive officers. The LDEIC committee’s authority, duties, and responsibilities are described in its charter, which is reviewed regularly and revised and updated as warranted. The charter is available on our Company website at https://investor.coursera.com/ under the heading “Governance — Governance Documents.” While the LDEIC committee determines our overall compensation philosophy and approves the compensation of our executive officers, it relies on its compensation consultant and legal counsel, as well as our CEO, our CFO, our Chief People Officer, and our executive compensation staff to formulate recommendations with respect to specific compensation actions. The LDEIC committee makes all final decisions regarding compensation for our executive officers, including base salary levels, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. The LDEIC committee periodically reviews compensation matters with our Board. The LDEIC committee meets on a regularly-scheduled basis and at other times as needed. The LDEIC committee met four times during 2023. Each year, the LDEIC committee reviews our executive compensation program, including any incentive compensation plans and arrangements, to assess whether our compensation elements, actions, and decisions are (i) properly coordinated, (ii) aligned with our vision, mission, values, and corporate goals, (iii) provide appropriate short-term and long-term incentives for our executive officers, (iv) achieve their intended purposes, and (v) are competitive with the compensation of executives in comparable positions at the companies with which we compete for executive talent. Following this assessment, the LDEIC committee makes any necessary or appropriate modifications to our existing plans and arrangements or adopts new plans or arrangements. To understand the competitive market in which we compete for talent, the LDEIC committee periodically reviews and analyzes market trends and the prevalence of various compensation delivery vehicles and adjusts the design and operation of our executive compensation program from time to time as it deems necessary and appropriate. In designing and implementing the various elements of our executive compensation program, the LDEIC committee considers market and industry practices, as well as the tax efficiency of our compensation structure and its impact on our financial condition. While the LDEIC committee considers numerous factors in its deliberations, it places no formal weighting on any one factor. The LDEIC committee also conducts an annual review of our executive compensation strategy to ensure that it is appropriately aligned with our business strategy and achieving our desired objectives. The factors considered by the LDEIC committee in determining the compensation of our executive officers for 2023 included: •the recommendations of our CEO (except with respect to his own compensation as described below); •our overall corporate growth and other elements of financial performance; •our overall corporate achievements against one or more short-term performance objectives; •the individual performance of each executive officer; •a review of the relevant competitive market analysis prepared by its compensation consultant (as described below);

  45. Role of the LDEIC Committee

    •the expected future contribution of the individual executive officers; •historical compensation awards of the individual executive officers; and •internal pay equity between our executive officers. For 2023, the LDEIC committee did not weigh these factors in any predetermined manner, nor did it apply any formulas in making its decisions. The members of the LDEIC committee considered this information in light of their individual experience, knowledge of the Company, knowledge of each executive officer, knowledge of the competitive market, and business judgment in making their decisions regarding executive compensation and our executive compensation program. As part of this process, the LDEIC committee also evaluates the performance of our CEO each year and makes all decisions regarding base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. Our CEO is not present during any of the deliberations regarding his compensation.

  46. Role of our CEO

    Role of our CEO Our CEO works closely with the LDEIC committee to structure the compensation program for our other executive officers. Our CEO also makes recommendations to the LDEIC committee as described in the following paragraph and is involved in the determination of compensation for the respective executive officers who report to him. At the beginning of each year, our CEO reviews the performance of our other executive officers for the previous year, and then shares these evaluations with, and makes recommendations to, the LDEIC committee for each element of compensation, including base salary adjustments, target annual cash bonus opportunities, and long-term incentives in the form of equity awards for each of our executive officers based on our results, the individual executive officer’s contribution to these results and performance toward achieving their individual performance goals, and the market data from the independent compensation consultant. The LDEIC committee then reviews these recommendations, considers the other factors described above, and makes decisions as to the target total direct compensation of each executive officer (other than our CEO), as well as each individual compensation element. While the LDEIC committee considers our CEO’s recommendations, as well as the competitive market analysis prepared by its compensation consultant, these recommendations and market data serve as only two of several factors in making its decisions with respect to the compensation of our executive officers. Ultimately, the LDEIC committee applies its own business judgment and experience to determine the individual compensation elements and amount of each element for our executive officers. No executive officer participates in the determination of the amounts or elements of their own compensation.

  47. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the LDEIC committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determined in its sole discretion, to assist in carrying out its responsibilities. The LDEIC committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the LDEIC committee. For 2023, the LDEIC committee continued to engage Compensia, a national compensation consulting firm, to provide information, analysis, and other assistance relating to our executive compensation program on an ongoing basis. The nature and scope of the services provided to the LDEIC committee by Compensia with respect to Coursera’s 2023 compensation program were as follows: •reviewed and recommended updates to our compensation peer group; •provided advice with respect to compensation best practices and market trends for our executive officers and Board members; •analyzed levels of overall compensation and each element of compensation of our executive officers;

  48. Role of Compensation Consultant

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  49. Role of Compensation Consultant

    •analyzed levels of overall compensation and each element of compensation for our Board members; •conducted an executive compensation risk analysis; •conducted an analysis of our CEO pay ratio and pay versus performance disclosures for this Proxy Statement; •reviewed this Compensation Discussion and Analysis and other disclosures in this Proxy Statement; and •provided ad hoc advice and support throughout the year. A representative of Compensia attends meetings of the LDEIC committee as requested and may also communicate with the LDEIC committee outside of meetings. Compensia reports to the LDEIC committee rather than to management, although Compensia may meet with members of management, including our CEO and members of our executive compensation staff, for purposes of gathering information on proposals that management may make to the LDEIC committee and providing them with market data to assist them in developing their proposals. Throughout 2023, Compensia met with various members of management to collect data and discuss management’s executive compensation proposals. The LDEIC committee may replace its compensation consultant or hire additional advisors at any time. Compensia has not provided any other services to Coursera and has not received any compensation other than with respect to the services for the benefit of the LDEIC committee. The LDEIC committee has assessed the independence of Compensia taking into account, among other things, the various factors as set forth in Exchange Act Rule 10C-1 and the enhanced independence standards and factors set forth in the applicable listing standards of the NYSE, and has concluded that Compensia is independent and that the work of Compensia on behalf of the LDEIC committee has not raised any conflict of interest.

  50. Competitive Positioning

    Competitive Positioning Given our unique history and business, market competitors, and geographical location, the LDEIC committee believes that the competitive market for executive talent is composed of U.S. technology companies, with a focus on technology companies providing education services. Accordingly, the LDEIC committee develops a compensation peer group to contain a carefully-selected cross-section of such public companies using factors described below, with revenue and market capitalization that are similar to ours. This data is supplemented with executive compensation survey data representing both public and private technology companies of similar revenue and market capitalization. The LDEIC committee considers the compensation practices of these peer group companies as one factor in its compensation deliberations.

  51. Compensation Peer Group

    Compensation Peer Group As part of its deliberations, the LDEIC committee considers competitive market data on executive compensation levels and practices and a related analysis of such data. This data is drawn from a select group of peer companies developed by the LDEIC committee, as well as compensation survey data. In 2022, in preparation for the annual review of executive compensation in the first quarter of 2023, the LDEIC committee directed Compensia to review, and if appropriate, propose updates to its group of peer companies. These peer companies were to be used as a reference for market positioning and for assessing competitive market practices. Compensia undertook a detailed review of the pool of U.S.-based publicly traded companies, taking into consideration our industry sector, the size of such companies (based on revenues and market capitalization) relative to our size, and growth rate. Following this review, Compensia recommended to the LDEIC committee the following peer group consisting of 22 publicly traded educational services and software companies, which the LDEIC committee subsequently approved.

  52. Compensation Peer Group

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  53. Compensation Peer Group

    * Represents the revenue and market capitalization ranges of our peer group companies at the time of the LDEIC committee’s approval of the peer group in 2022. This compensation peer group was used by the LDEIC committee in connection with its annual review of our executive compensation program for 2023 in the second half of 2022. Specifically, the LDEIC committee reviewed the compensation data drawn from the compensation peer group, in combination with industry-specific compensation survey data from Radford Aon to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The LDEIC committee then evaluated how our pay practices and the compensation levels of our executive officers compared to the competitive market. As part of this evaluation, the LDEIC committee also reviewed the performance measures and performance goals generally used within the competitive market to reward performance. Compensation peer group information is one of several factors that the LDEIC committee considers in making its decisions with respect to the compensation of our executive officers. However, we do not believe that it is appropriate to make compensation decisions, whether regarding base salaries or short-term or long-term incentive compensation, solely upon any type of benchmarking to a peer or other representative group of companies. The LDEIC committee believes that information regarding the compensation practices at other companies is useful in at least two respects. First, the LDEIC committee recognizes that our compensation policies and practices must be competitive in the marketplace. Second, this information is useful in assessing the reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages.

  54. Compensation Peer Group

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  55. Compensation Elements

    Compensation Elements The three primary elements of our executive compensation programs are: (1) base salary, (2) annual cash bonus opportunities, and (3) long-term incentives in the form of equity awards, as described below:

  56. Compensation Elements

    | 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 |

  57. Compensation Elements

    Our executive officers are also eligible to participate in the standard employee benefit plans available to most of our employees (depending on location). In addition, our executive officers are eligible for post-employment (severance and change in control) payments and benefits under limited circumstances. Each of these compensation elements is discussed in detail below, including a description of the particular element and how it fits into our overall executive compensation and a discussion of the amounts of compensation paid to our NEOs in 2023 under each of these elements. Variable pay elements ensure that, each year, a substantial portion of our executive officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability based on our performance.

  58. Annual Cash Incentive Bonus Opportunity

    Annual Cash Incentive Bonus Opportunity We use annual cash bonus opportunities to motivate our executive officers to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual bonuses are intended to help us to deliver a competitive total direct compensation opportunity to our executive officers. Annual cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year. The LDEIC committee establishes annual cash incentive bonus opportunities pursuant to our executive incentive compensation plans designed to reward our executive officers for achieving predetermined corporate performance targets over our fiscal year. The annual cash bonus opportunities are designed to pay above-target bonuses when we exceed our annual corporate objectives and below-target bonuses when we do not achieve these objectives. All of our NEOs were eligible to participate in the 2023 Executive Incentive Compensation Plan. Under the 2023 Executive Incentive Compensation Plan, the LDEIC committee has the authority to determine the performance measures and related target levels applicable to the annual cash bonus opportunities for our executive officers. The performance measures involving our financial results could be determined in accordance with U.S. generally accepted accounting principles (“GAAP”), or such financial results could consist of non-GAAP financial measures, and any actual results are subject to adjustment by the LDEIC committee for one-time items or unbudgeted or unexpected items when determining whether the target levels for the performance measures have been met. Individual performance objectives could be established on the basis of any factors the LDEIC committee determines relevant, and are subject to adjustment on an individual, divisional, business unit, or company-wide basis. Under the 2023 Executive Incentive Compensation Plan, the LDEIC committee could, in its sole discretion and at any time, increase, reduce, or eliminate a participant’s actual bonus payment, and/or increase, reduce, or eliminate the amount the Company allocates to the bonus pool for the year. Further, any bonus paid under the 2023 Executive Incentive Compensation Plan could be below, at, or above a participant’s target bonus opportunity, in the LDEIC committee’s sole discretion. The LDEIC committee could determine the amount of any reduction on the basis of such factors as it deemed relevant, and it was not required to establish any allocation or weighting with respect to the factors it considered.

  59. Annual Cash Incentive Bonus Opportunity

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  60. Annual Cash Incentive Bonus Opportunity

    2023 Target Cash Bonus Opportunities After reviewing comparative data of the percentages of pay that is at risk for comparable officers at the companies in our compensation peer group, the LDEIC committee approved the following target annual cash bonus opportunities for each of our NEOs under the Executive Incentive Plan for 2023, expressed as a percentage of annual base salary. All of the NEOs maintained the same annual cash incentive bonus target percentages for 2023 as in 2022 except for Mr. Cardenas whose target percentage increased in May 2023 in connection with his promotion to General Counsel.

  61. Annual Cash Incentive Bonus Opportunity

    | 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 |

  62. Annual Cash Incentive Bonus Opportunity

    1.Ms. Belsky’s target cash bonus opportunity under the 2023 Executive Incentive Plan was 100% of base salary in connection with the LDEIC’s decision that she only participate in the 2023 Executive Incentive Compensation Plan and not any other commissions-based bonus plans. For 2022, Ms. Belsky had been eligible to receive target cash bonus opportunities for up to 100% of her base salary comprised of (i) 25% target cash bonus opportunity under the 2022 Executive Incentive Compensation Plan, and (ii) 75% target cash bonus opportunity under the 2022 Enterprise Incentive Plan that included commission-based cash bonus payments upon the achievement of certain enterprise financial targets. 2.Mr. Cardenas’ target cash bonus opportunity increased from 30% to 50% of base salary effective as of May 24, 2023, in connection with his promotion to General Counsel, and the dollar amount of his 2023 target cash bonus opportunity was prorated to reflect the adjustments in 2023 to his salary and target bonus percentages. Corporate Performance Measures, Targets, Results, and Bonus Decisions Our executive officers’ target annual cash bonus opportunities under our 2023 Executive Incentive Compensation Plan are determined solely based on the corporate performance objectives discussed below (subject to any exercise of LDEIC committee discretion, which it did not elect to exercise during 2023). The LDEIC committee determined that the 2023 target cash bonus opportunity allocations were appropriate to focus our executive officers on our short-term financial objectives as reflected in our annual operating plan. In February 2023, the LDEIC committee approved the following corporate performance measures under the 2023 Executive Incentive Plan: •“Revenue”: Coursera’s total annual revenue based on GAAP as disclosed in the Annual Report; •“Enterprise Bookings”: annual contract dollar value of new, upsell, or cross-sell Coursera for Business, Coursera for Campus, and Coursera for Government contracts closed during the year ended December 31, 2023; and •“New Student Degree Revenue”: revenue attributable to students who enrolled in a degree program for the first time in 2023, and in which the academic term also commenced in 2023.

  63. Annual Cash Incentive Bonus Opportunity

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  64. Annual Cash Incentive Bonus Opportunity

    * Enterprise Bookings and New Student Degree Revenue are non-GAAP financial measures for which there is no comparable GAAP measure. The metrics selected for 2023 were similar to those used in 2022, although the LDEIC committee determined that Enterprise Bookings and New Student Degrees Revenue (as compared to the Coursera for Campus ACV and New Enrolled Degree Students metrics used in 2022) better aligned with our 2023 strategic growth goals. For each performance measure, the LDEIC committee established challenging and rigorous thresholds, target, and maximum levels of achievement that required significant growth compared to prior year actual results to achieve at the target level. We do not publicly disclose Enterprise Bookings or New Degree Student Revenue as we believe this information is competitively sensitive. Accordingly, we do not publicly disclose the specific targets for these two metrics, but have endeavored to provide information in this discussion as to the challenging nature of these goals and the level of our achievement for 2023. Each of the corporate performance measures were equally weighted. The LDEIC committee believed these performance measures were appropriate for our business because they focused on overall growth in company revenue and specific strategic business initiatives, both of which it believes directly influence long-term stockholder value. In February 2023, the LDEIC committee established the following minimum, target, and maximum levels of achievement for the corporate performance measures and their respective payment amounts, with the actual bonus payment with respect to each measure to be determined independently. The LDEIC committee believed that satisfaction of the minimum, target, and maximum levels of achievement for each of the corporate performance measures would require significant growth. In the event of actual performance between the threshold and target, and target and maximum, performance levels, the payment amount was to be calculated between each designated segment on a linear basis.

  65. Annual Cash Incentive Bonus Opportunity

    | 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 |

  66. Annual Cash Incentive Bonus Opportunity

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  67. Annual Cash Incentive Bonus Opportunity

    In January 2024, the LDEIC committee determined that our actual achievement with respect to the corporate financial objectives under the 2023 Executive Incentive Compensation Plan for revenue, as compared with the target, was as follows:

  68. Annual Cash Incentive Bonus Opportunity

    | Corporate Performance Measure | 2023 Target Level (in $ millions) | 2023 Actual Result (in $ millions | 2023 Percent Achieved (%) | | Revenue | 620.2 | 635.8 | 102.5 |

  69. Annual Cash Incentive Bonus Opportunity

    In January 2024, the LDEIC committee also determined that our actual performance of the Enterprise Bookings and New Student Degree Revenue performance measures in 2023 had been 82.4% and 82.5%, respectively. As a result, the LDEIC committee awarded the achievement of the Enterprise Bookings performance and New Student Degree Revenue at 64.8% and at 78.1% payment levels, respectively. Accordingly, the LDEIC committee determined that, based on our actual performance with respect to each corporate performance measure, the corporate performance objectives had been achieved, in the aggregate, at 82.6% under the 2023 Executive Incentive Compensation Plan. * In the event of actual performance between the threshold and target, and target and maximum, performance levels, the payment amount will be calculated between each designated segment on a linear basis. Accordingly, the LDEIC committee approved bonus payments as follows for our named executive officers:

  70. Annual Cash Incentive Bonus Opportunity

    | 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 |

  71. Annual Cash Incentive Bonus Opportunity

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  72. Equity Awards (Long-Term Incentive Compensation)

    Equity Awards (Long-Term Incentive Compensation) Our LDEIC committee grants long-term incentive compensation in the form of equity awards to motivate and retain our executive officers, attract key talent, retain and align their interests with that of our stockholders. Equity awards enable us to provide our executive officers with the opportunity to build an equity interest in Coursera and to share in the potential appreciation of the value of our common stock. Over time, the equity vehicles we have used to incentive our executive officers have evolved. Prior to our IPO, we relied on options to purchase shares of our common stock to incentivize our executive officers. Beginning in 2019, including leading up to our IPO, we began granting RSUs that may be settled for shares of our common stock as the principal vehicles for delivering long-term incentive compensation opportunities to our executive officers. No Equity Awards Granted in 2023 to our NEOs (except for Mr. Cardenas in connection with his promotion) In most years, equity compensation comprises a majority of our executive officers’ target total direct compensation opportunities. These awards are aimed at rewarding our executive officers over a multi-year period. In 2022, the LDEIC committee granted certain equity awards that were significantly larger than typical annual awards. As previously disclosed, our 2022 equity awards included a “catch up” equity grant component for our CEO to align his unvested equity holdings within the range of our peer group and to provide an appropriate retention benefit. In 2022, we also granted an equity award to each of Mr. Goli and Ms. Belsky in recognition of their promotions and increased responsibilities that year. The LDEIC committee viewed these grants as essential to adequately motivate performance and achieve our retention objectives, but recognized that the size of the grants in 2022 were larger than a typical annual grant. In light of the significant grants made to our CEO, Mr. Goli, and Ms. Belsky in 2022, the LDEIC committee and management determined not to grant equity awards to our NEOs in 2023 other than to Mr. Cardenas in connection with his promotion to General Counsel, and determined to return to a more typical grant cycle thereafter, beginning in 2024. In 2023, Mr. Cardenas was granted the following equity awards in connection with his promotion to General Counsel on May 24, 2023:

  73. Equity Awards (Long-Term Incentive Compensation)

    | Named Executive Officer | RSU Awards (number of shares) (#) | Option Awards (number of shares) (#) | | Alan B. Cardenas(1) | 67,568 | 135,136 |

  74. Equity Awards (Long-Term Incentive Compensation)

    1. The RSU and stock option awards granted to Mr. Cardenas vest in quarterly installments over four years beginning August 15, 2023, subject to Mr. Cardenas’ continued employment with Coursera on each such vesting date. We resumed equity grants to our executive officers (except for our CEO who declined to receive any equity award in 2024), in the first quarter of 2024 and plan to grant annual refresh equity awards to our executives, including our CEO, beginning in the first quarter of 2025. 2024 PSU Program After carefully considering stockholder feedback, as summarized above, the LDEIC committee introduced PSUs as a component of our long-term incentive compensation program for our executive officers. In March 2024, our NEOs, other than our CEO, were granted PSUs pursuant to which the number of shares eligible to be earned under such PSUs will be determined based on Coursera’s achievement of revenue for 2024 and will be determined following the filing of our Annual Report on Form 10-K for the fiscal year ending December 31, 2024. Shares under the PSU awards that become eligible to vest, if any, based on achievement of revenue will be subject to time-based vesting with 25% vesting on February 15, 2025 and 6.25% vesting on each company designated quarterly vesting date thereafter, subject to the applicable NEO’s continuous service with us through each quarterly vesting date. The PSUs granted to our NEOs in 2024 (except for our CEO who declined to receive any equity award in 2024) are expected to represent 25% of each such NEO’s equity compensation for 2024.

  75. Equity Awards (Long-Term Incentive Compensation)

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  76. Equity Awards (Long-Term Incentive Compensation)

    For 2024, the LDEIC committee selected revenue as the performance metric for the PSUs, since at this stage of our maturity, it views revenue growth as the single most important metric indicative of our long-term success and therefore long-term value creation for our stockholders. Further, given the rapidly evolving nature of our business as we grow, the LDEIC committee believes that the performance measure for the 2024 PSU program, which is based upon our fiscal year 2024 performance, was necessary to provide the line of sight necessary to set a challenging yet potentially achievable performance goals to promote Coursera’s long-term success and increase stockholder alignment and value. In determining the amount of each NEO’s equity award for 2024 (except for our CEO who declined to receive any equity award in 2024), the LDEIC committee took into consideration the recommendations of our CEO, our recent financial results, Coursera’s performance, and each executive officer’s individual performance, as well as retention considerations. As we mature as a public company, we intend that our long-term incentive compensation program will continue to evolve to reflect our executive compensation philosophy and objective of rewarding strong performance with competitive and incentivizing compensation, which may include increasing the proportion of equity awards that vest based on performance or adjusting the metrics used for performance-based equity. We will continue to review the mix of PSUs and RSUs in future years with the goal of increasing the weighting of PSUs to align with market norms. We will also periodically review the PSU performance metric(s) and the length of the performance period.

  77. Post-Employment Compensation

    Post-Employment Compensation We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of Coursera, are essential to attracting and retaining highly qualified executive officers. We maintain a severance plan for certain eligible executives, including our NEOs (our “Executive Severance Plan”), pursuant to which they may become eligible to receive severance and change in control benefits in certain situations. We believe that our Executive Severance Plan serves several key objectives by (i) incentivizing our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a change-in-control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction, (ii) creating an equitable program based on the executive’s level of responsibility and tenure, and (iii) reducing administrative costs by eliminating the need to negotiate separation payments and benefits on a case-by-case basis. For a summary of the material terms and conditions of our severance arrangements, as well as the post-employment compensation arrangements with our NEOs, see “—Potential Payments upon Termination or Change in Control” below.

  78. Taxation of Nonqualified Deferred Compensation

    Taxation of Nonqualified Deferred Compensation Section 409A of the Code requires that amounts that qualify as “nonqualified deferred compensation” satisfy requirements with respect to the timing of deferral elections, timing of payments, and certain other matters. Generally, the LDEIC committee intends to administer our executive compensation program and design individual compensation components, as well as the compensation plans and arrangements for our employees, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A.

  79. Taxation of “Parachute” Payments

    Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to additional taxes if they receive payments or benefits in connection with a change in control of Coursera that exceeds certain prescribed limits, and that we (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer with a “gross-up” or other reimbursement payment for any tax liability owed as a result of the application of Sections 280G or 4999 during 2022, and we have not agreed and are not otherwise obligated to provide any executive officers with such a “gross-up” or other reimbursement payment.

  80. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The LDEIC committee considers accounting implications when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard that governs the accounting treatment of stock-based compensation awards. ASC 718 requires us to recognize in our financial statements all share-based payment awards to employees, including grants of options to purchase shares of our common stock and restricted stock units and awards for shares of our common stock to our executive officers, based on their fair values. The application of ASC 718 involves judgment in the determination of inputs into the Black-Scholes-Merton valuation model that we use to determine the fair value of stock options. These inputs are based upon assumptions as to the volatility of the underlying stock, risk free interest rates, and the expected life (term) of the stock options. As required under GAAP, we review our valuation assumptions at each grant date, and, as a result, our valuation assumptions used to value stock options granted in future periods may vary from the valuation assumptions we have used previously. For performance-based equity awards, we also must apply judgment in determining the periods when, and if, the related performance targets become probable of being met. ASC 718 also requires us to recognize the compensation cost of our stock-based payment awards in our income statement over the period that an employee, including our executive officers, is required to render service in exchange for the award (which, generally, will correspond to the award’s vesting schedule).

  81. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the total compensation of our NEOs in 2023, 2022, and 2021.

  82. Summary Compensation Table

    | Name and Principal Position(1) | Fiscal Year | Salary ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jeffrey N. Maggioncalda President, Chief Executive Officer, and Director | 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 | | Kenneth R. Hahn Senior Vice President, Chief Financial Officer, and Treasurer | 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 | | Leah F. Belsky Senior Vice President and Chief Revenue Officer | 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 | | Shravan K. Goli Senior Vice President and Chief Operating Officer | 2023 | 473,000 | — | — | 312,558 | 2,815 | 788,373 | | | 2022 | 451,583 | 9,539,826 | — | 110,072 | 2,815 | 10,104,296 | | Alan B. Cardenas Senior Vice President, General Counsel, and Secretary | 2023 | 360,383 | 854,735 | 995,601 | 127,633 | 2,815 | 2,341,167 |

  83. Summary Compensation Table

    1.Mr. Goli became Senior Vice President and Chief Operating Officer in October 2022 and was not an NEO for 2021. Mr. Cardenas became Senior Vice President, General Counsel, and Secretary in May 2023 and was not an NEO for 2022 or 2021. 2.The amounts shown in this column reflect the base salary earned during the applicable year. The 2023 base salary for Mr. Cardenas reflects a prorated increase from $334,544 to $380,000, effective May 24, 2023, in connection with his promotion to General Counsel. The 2023 base salary for Mr. Hahn reflects a prorated merit increase from $410,000 to $431,000, effective March 1, 2023. The 2022 base salary for Mr. Goli reflects a prorated increase from $450,000 to $473,000 in connection with his promotion to Senior Vice President and Chief Operating Officer, effective October 1, 2022. The 2022 base salary for Ms. Belsky reflects a prorated increase from $400,000 to $426,000 in connection with her promotion to Senior Vice President and Chief Revenue Officer, effective October 1, 2022. For additional information see “Compensation Discussion and Analysis—Compensation Elements—Base Salary”. 3.The amounts shown in this column do not reflect the dollar amount actually received by the NEO, instead they represent the aggregate grant date fair value of awards granted to each NEO under our equity incentive plans, computed in accordance with ASC 718. See the notes to our audited consolidated financial statements and related notes in our Annual Report, for a discussion of assumptions made in determining the grant date fair value and compensation expense of our stock awards. 4.The amounts in this column represent the applicable NEO’s total annual performance-based cash bonus. See “Compensation Discussion and Analysis—Compensation Elements— Annual Cash Bonus Opportunity” for additional information regarding the bonus payments for the year ended December 31, 2023. 5.All other compensation for 2023 and 2022 consists of (a) $315 of life insurance premiums paid by us during such year for the benefit of the applicable NEO and (b) matching contributions in the amount of $2,500 for each such year under the Coursera 401(k) Plan made by us to the applicable NEO’s account under such plan (except for Mr. Maggioncalda). All other compensation for 2021 consists of $315 of life insurance premiums paid by us during 2021 for the benefit of the applicable NEO.

  84. Summary Compensation Table

    | Coursera | 56 | 2024 Proxy Statement |

  85. Grant of Plan-Based Awards

    Grant of Plan-Based Awards The following table presents information regarding grants of plan-based awards to each of our NEOs during the year ended December 31, 2023:

  86. Grant of Plan-Based Awards

    | 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 |

  87. Grant of Plan-Based Awards

    1.Represents plan-based awards received by Mr. Cardenas in connection with his promotion to General Counsel in May 2023. 2.Represents the number of shares underlying the RSUs granted on the date specified. 3.Represents the grant date fair value per share of RSUs and stock options granted during 2023, calculated in accordance with ASC 718. For information on the assumptions used in the calculations of these amounts, refer to Note 12 of our audited consolidated financial statements contained in our Annual Report.

  88. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards for each of our NEOs as of December 31, 2023:

  89. Outstanding Equity Awards at Fiscal Year-End

    | | | | 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 |

  90. Outstanding Equity Awards at Fiscal Year-End

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  91. Outstanding Equity Awards at Fiscal Year-End

    | | | | 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 | — | — |

  92. Outstanding Equity Awards at Fiscal Year-End

    1.25% of the total number of shares of stock subject to this option vested on the first anniversary of the vesting commencement date (as defined in the stock option agreement) and 1/48th of the total number of shares of stock subject to the option will vest in monthly installments for 36 months thereafter, subject to the Named Executive Officer’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan. 2.Out of 2,270,874 shares, 1,389,673 shares are held by Mr. Maggioncalda’s spouse, 272,727 shares are held by the Maggioncalda Family Trust of 2022, for which Mr. Maggioncalda’s spouse and child serve as trustees, and 181,818 shares are held by the Jeffrey N. Maggioncalda Trust of 2022, for which Mr. Maggioncalda serves as a trustee. 3.These RSUs were granted subject to a service-based vesting condition as well as a liquidity event vesting condition. The liquidity event vesting condition was satisfied on the closing of our IPO. As a result, 25% of the RSUs vested on May 15, 2022, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.

  93. Outstanding Equity Awards at Fiscal Year-End

    | Coursera | 58 | 2024 Proxy Statement |

  94. Outstanding Equity Awards at Fiscal Year-End

    4.25% of the total number of shares subject to this option vested on February 15, 2023, with the remaining 75% of the shares subject to this option vesting in 36 equal monthly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan. 5.25% of the RSUs vested on February 15, 2023, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan. 6.These RSUs were granted subject to a service-based vesting condition as well as a liquidity event vesting condition. The liquidity event vesting condition was satisfied on the closing of our IPO. As a result, 25% of the RSUs vested on May 15, 2023, with the remaining 75% of the RSUs vesting in eight equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan. 7.These RSUs were granted subject to a service-based vesting condition as well as a liquidity event vesting condition. The liquidity event vesting condition was satisfied on the closing of our IPO. As a result, 25% of the RSUs vested on August 15, 2021, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan. 8.6.25% of the RSUs vested on November 15, 2022, with the remaining 93.75% vesting in 15 equal quarterly installments thereafter, subject to the named NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan. 9.25% of the RSUs vested on August 15, 2022, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan. 10.25% of the RSUs vested on February 15, 2023, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan. 11.6.25% of the RSUs vested on August 15, 2023, with the remaining 93.75% vesting in 15 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan. 12.6.25% of the total number of shares subject to this option vested on August 15, 2023, with the remaining 93.75% of the shares subject to this option vesting in 15 equal quarterly installments thereafter, subject to the NEO’s continuous service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, the Executive Severance Plan.

  95. Stock Option Exercises and Stock Vested

    Stock Option Exercises and Stock Vested The following table provides information about the exercise of stock options and vesting of stock awards for each of our NEOs during the year ended December 31, 2023:

  96. Stock Option Exercises and Stock Vested

    | | 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 |

  97. Stock Option Exercises and Stock Vested

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  98. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  99. Nonqualified Deferred Compensation

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

  100. Nonqualified Deferred Compensation

    | Coursera | 62 | 2024 Proxy Statement |

  101. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, we are providing the following information about the relationship between the annual total compensation of Jeffrey N. Maggioncalda, our President, CEO, and Director, and the median of the annual total compensation of all our employees (other than Mr. Maggioncalda) for 2023: •The median of the annual total compensation of our employees (other than Mr. Maggioncalda) for 2023 was $178,059. Mr. Maggioncalda’s annual total compensation for 2023, as reported in the 2023 Summary Compensation Table above, was $606,815. Based on the above, the ratio of our CEO's annual total compensation for 2023 to the median of the annual total compensation of our employees for 2023 was 3 to 1. We believe this pay ratio to be a reasonable estimate, calculated in a manner consistent with SEC rules. Please note that this pay ratio is significantly lower than we anticipate may be the case in future years because our CEO, Mr. Maggioncalda, did not receive an equity award in 2023. Methodology. The methodology and the material assumptions, adjustments, and estimates used to identify the median of the annual total compensation of all our employees for 2023 were based on the following: •The median of the annual total compensation of all our employees was determined from all full-time, part-time, seasonal, and temporary employees as of December 31, 2023, the last day of our fiscal year (the “Determination Date”). We determined that, as of December 31, 2023, the global employee population of our Company, including our consolidated subsidiaries, consisted of 1,260 employees (other than our CEO), with 645 located in the U.S, and 615 located outside the U.S. in Australia, Bulgaria, Canada, France, Germany, India, Saudi Arabia, Singapore, the United Arab Emirates, and the United Kingdom. In addition, we have 35 personnel retained by professional employer organizations and staffing agencies in certain international locations, who are not considered employees and accordingly not included in our employee population for purposes of determining the median employee. We did not include these or any other contractors or other non-employee workers in our employee population. •To identify our median employee, we used a consistently applied compensation measure consisting of the actual base salary, the actual annual short-term incentive compensation, and the grant date fair value of equity awards granted to our employees for the 12-month period from January 1, 2023 through December 31, 2023. We annualized the base salaries for all permanent employees who did not work for the entire measurement period. We selected the foregoing compensation elements because they represented our principal broad-based compensation elements. •Payments made in currencies other than U.S. dollars were converted to U.S. dollars using the applicable currency exchange rate in effect as of December 31, 2023. We did not make any cost-of-living adjustments. Using this approach, we identified the individual at the median of our employee population who was the best representative of our employee population. The individual was a full-time employee based in the U.S. We calculated this employee’s 2023 annual total compensation using the same methodology that we use for determining the annual total compensation of our NEOs as reported in the 2023 Summary Compensation Table above. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.

  102. CEO Pay Ratio

    | Coursera | 63 | 2024 Proxy Statement |

  103. Pay Versus Performance

    Pay Versus Performance As discussed in our Compensation Discussion and Analysis, our executive compensation program is designed to reflect a strong focus on pay-for-performance to align our executives’ interests with those of our stockholders. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between NEOs’ “compensation actually paid” (computed in accordance with Item 402(v) of Regulation S-K) and certain financial performance of Coursera. Use of the term “compensation actually paid” is required by the SEC’s rules, and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals for the fiscal years listed below. The LDEIC committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. The following table sets forth certain information with respect to Coursera’s financial performance and the compensation paid to our NEOs for the years ended December 31, 2023, 2022, and 2021. Since Coursera completed its initial public offering in 2021, data from fiscal year 2020 is excluded from the disclosure.

  104. Pay Versus Performance

    | 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 |

  105. Pay Versus Performance

    1.Mr. Maggioncalda served as our CEO, our principal executive officer (“PEO”) for the entirety of the years ended December 31, 2021, 2022, and 2023. Our non-PEO NEOs for the year ended December 31, 2023 were Mr. Hahn, Ms. Belsky, Mr. Goli, and Mr. Cardenas, for the year ended December 31, 2022 were Mr. Hahn, Ms. Belsky, Mr. Goli, and Mr. Jacquet, and for the year ended December 31, 2021 were Mr. Hahn and Ms. Belsky. 2.Represents the amount of “compensation actually paid” to Mr. Maggioncalda, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Maggioncalda during the applicable year. Rather, in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Maggioncalda’s total compensation for 2023 to determine the compensation actually paid:

  106. Pay Versus Performance

    | 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 |

  107. Pay Versus Performance

    | Coursera | 64 | 2024 Proxy Statement |

  108. Pay Versus Performance

    | 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 |

  109. Pay Versus Performance

    * Equity values are calculated in accordance with ASC 718, and the valuation methodology used to calculate fair values did not materially differ from those disclosed at the time of grant. 3.Represents the average amount of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. Rather, in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to their total compensation for 2023 to determine the compensation actually paid.

  110. Pay Versus Performance

    | 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 |

  111. Pay Versus Performance

    * Equity values are calculated in accordance with ASC 718, and the valuation methodology used to calculate fair values did not materially differ from those disclosed at the time of grant. 4.In accordance with Item 402(v) of Regulation S-K , the comparison assumes $100 was invested in our common stock as of the close of the day of our IPO on March 31, 2021. Historic stock price performance is not necessarily indicative of future stock price performance. 5.The Total Stockholder Return (“TSR”) Peer Group consists of the S&P North American Technology Software Index, an independently prepared index. The amount for 2021 in this column has been corrected from the disclosure contained in our 2023 definitive proxy statement. 6.Net loss amounts reported on a GAAP basis. 7.As noted in our Compensation Discussion and Analysis, for 2023, our LDEIC committee determined that revenue growth continues to be viewed as a key metric of our business performance and aligned with long-term stockholder value creation.

  112. Pay Versus Performance

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