DEF 14A of Coursera, Inc., Mar 31, 2025

DEF 14A of Coursera, Inc.

Filed Mar 31, 2025 · FY20240001651562-25-000026

Open on EDGAR

  1. About Our Board of Directors

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

  2. About Our Board of Directors

    | | | | | | Committee Membership(2) | | | | | Name | Age | Director Since | Class | Term Expiration(1) | Audit | Human Resources and Compensation (“HRC”) | Nominating and Corporate Governance (“Governance”) | Independent | | Director Nominees: | | | | | | | | | | Carmen Chang | 77 | 2021 | I | 2025 | | Chair | Member | ✔ | | Theodore R. Mitchell | 69 | 2020 | I | 2025 | Member | | Chair | ✔ | | Scott D. Sandell Lead Independent Director | 60 | 2011 | I | 2025 | | Member | | ✔ | | Continuing Directors: | | | | | | | | | | Amanda M. Clark | 45 | 2020 | II | 2026 | Member | Member | | ✔ | | Christopher D. McCarthy | 49 | 2023 | II | 2026 | | | Member | ✔ | | Andrew Y. Ng Chairman of the Board | 48 | 2011 | II | 2026 | | | | — | | Gregory M. Hart President and CEO | 55 | 2025 | III | 2027 | | | | — | | Susan W. Muigai | 55 | 2023 | III | 2027 | | Member | | ✔ | | Sabrina L. Simmons | 61 | 2020 | III | 2027 | Chair | | | ✔ |

  3. About Our Board of Directors

    1.Each director’s respective three-year term expires at the annual meeting of stockholders to be held during the year indicated. If our director nominees are re-elected at the Annual Meeting, their respective terms will expire at our 2028 annual meeting of stockholders. 2.If our director nominees are re-elected at the Annual Meeting, each committee’s membership immediately following the Annual Meeting is expected to remain unchanged.

  4. About Our Board of Directors

    | Coursera | 5 | 2025 Proxy Statement |

  5. Director Skills and Qualifications

    Director Skills and Qualifications We strive to maintain an experienced and highly qualified Board with a broad range of perspectives and skills. Our Governance Committee periodically assesses the appropriate size, composition, and needs of our Board as well as the desired qualifications, expertise, and characteristics for membership on our Board and each of its committees. Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of our Board from time to time, our Board has not adopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet applicable requirements of the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). Our Board is made up of highly skilled individuals well versed in the technology, consumer, and education industries. The matrix below summarizes our Board members’ key skills and qualifications as a group. If an individual is not listed under a particular attribute, it does not signify a director’s lack of ability to contribute in that area. The biographical information set forth below includes a summary of the experience and qualifications of each of our directors that support the Board’s decision for each director to serve as a member of our Board at this time.

  6. Director Skills and Qualifications

    | | Carmen Chang | Amanda M. Clark | Gregory M. Hart | Christopher D. McCarthy | Theodore R. Mitchell | Susan W. Muigai | Andrew Y. Ng | Scott D. Sandell | Sabrina L. Simmons | | Global Growth and Scale Experience expanding and scaling business internationally, with deep understanding of diverse market environments, geopolitical considerations, or economic conditions | ✔ | ✔ | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | | Technology and AI Background in technology, including understanding of technological trends and disruptors such as generative AI and machine learning | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Workforce Skilling Experience with workforce reskilling, upskilling, and training matters at an organizational level or in a broader societal context | ✔ | | | | ✔ | ✔ | ✔ | | | | Consumer Insights and Trends Background in analyzing, anticipating, and adapting to consumer behavior and market trends | ✔ | ✔ | ✔ | ✔ | | | ✔ | ✔ | ✔ | | Education Industry Experience and understanding of the education industry, including serving students and partnering with academic institutions | ✔ | | | | ✔ | | ✔ | ✔ | | | Operational Leadership Experience in executive management or operational leadership and able to provide insight into strategic and operating plans | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Finance and Accounting Knowledge or experience in financial reporting, accounting, or financing and investing activities | ✔ | ✔ | | ✔ | ✔ | | | ✔ | ✔ | | Public Company Board Governance and Compliance Experience as a director of another public company, including experience in board governance and risk oversight (e.g., regulatory, cybersecurity, and data privacy risks) | ✔ | | | | ✔ | | ✔ | ✔ | ✔ |

  7. Director Skills and Qualifications

    | Coursera | 6 | 2025 Proxy Statement |

  8. Director Biographies

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

  9. Class I Director Nominees

    Class I Director Nominees

  10. Class I Director Nominees

    | Carmen Chang Age: 77 Director Since: October 2021 Independent | Carmen Chang is a Partner and Head of Asia at New Enterprise Associates, Inc. (“NEA”), where she focuses on building NEA’s global organization and portfolio in China and other emerging markets in Asia. Ms. Chang joined NEA in 2012. Ms. Chang currently serves on the board of directors for a number of privately-held companies, including Moqi Inc., an innovative player in biometrics identification, Blue Ocean Technologies Inc., a developer of scalable, high performing AI chips, Cista System Corp., a developer of image sensor systems, Workera Corp., a technology upskilling platform, Transfix, Inc., a B2B freight marketplace, Blue Cheetah Analog Design, Inc., a developer of high-tech generators, Gravel Inc., a construction labor marketplace, Woebot Labs, Inc., an AI-based digital mental health company, and Kira Learning, Inc., an AI ed tech company. From 2016 to 2022, Ms. Chang served on the board of directors of Tuya Inc. (NYSE: TUYA). Prior to joining NEA, Ms. Chang was a partner at a major Silicon Valley law firm, where she specialized in corporate and securities law and led that firm’s China practice. Ms. Chang brings significant business, legal, and leadership experience to our Board, including expertise in the Asian markets. | | Committee Membership: | HRC (Chair), Governance | | Education: | Master’s degree in modern Chinese history from Stanford University | | | J.D. from Stanford Law School |

  11. Class I Director Nominees

    | Coursera | 7 | 2025 Proxy Statement |

  12. Class I Director Nominees

    Class I Director Nominees

  13. Class I Director Nominees

    | Theodore R. Mitchell Age: 69 Director Since: May 2020 Independent | Dr. Theodore R. Mitchell has been the President of the American Council on Education (“ACE”) since September 2017. Prior to that time, he was the Under Secretary of the United States Department of Education from May 2014 until January 2017, responsible for all post-secondary and adult education policy programs as well as a $1.3 trillion Federal Student Aid portfolio. From January 2017 to September 2017, Dr. Mitchell served as a private consultant, including to ACE. Prior to his federal service, Dr. Mitchell served as Chief Executive Officer of the NewSchools Venture Fund, a national investor in education technology, from June 2005 to May 2014. Dr. Mitchell also previously served as President of the California State Board of Education, President of Occidental College, and in a variety of leadership roles at University of California, Los Angeles, including Vice Chancellor. Dr. Mitchell was Deputy to the President and to the Provost at Stanford University and began his career as a professor at Dartmouth College where he also served as Chair of the Department of Education. Dr. Mitchell is a board member for several privately held organizations: TIAA, Occidental College, Khan Academy, Education Quality Outcomes Standards Board, Jack Kent Cooke Foundation, and Credential Engine. He also served as a member of the board of directors of The McClatchy Company (PNK: MNIQQ) from May 2017 to August 2020 and of Frontline Ltd. (NYSE: FRO) from April 2017 to August 2018. Dr. Mitchell brings extensive experience as a leader in education, business, and public policy to our Board. | | Committee Membership: | Governance (Chair), Audit | | Education: | B.A. and Ph.D. in Education from Stanford University |

  14. Class I Director Nominees

    | Scott D. Sandell Age: 60 Director Since: December 2011 Independent | Scott D. Sandell is the Executive Chairman and Chief Investment Officer of NEA, a venture capital firm, since April 2024 and April 2023, respectively. Mr. Sandell also served as NEA’s Chief Executive Officer and Chairman from April 2023 to April 2024, Managing General Partner from April 2017 to April 2024, Co-Managing General Partner from March 2015 to April 2017, and as a General Partner since September 2000. Mr. Sandell joined NEA in January 1996 and served as head of the firm’s technology investing practice for 10 years. In addition to serving on the board of directors of several privately held companies, he currently serves as lead independent director of Cloudflare, Inc. (NYSE: NET), an internet security company. Mr. Sandell previously served on the board of directors of Robinhood Markets, Inc. (NASDAQ: HOOD) from June 2016 to May 2022, Tuya Inc. (NYSE: TUYA) from April 2018 to June 2022, and Bloom Energy Corporation (NYSE: BE) from August 2003 to May 2022. Outside of NEA, Mr. Sandell is actively involved with the National Venture Capital Association and is a founding director of the organization’s nonprofit, Venture Forward. He is also an Adjunct Lecturer at Stanford University. Mr. Sandell brings significant public company director experience and global business, leadership, finance, and venture capital industry expertise to our Board. | | Committee Membership: | HRC | | Education: | A.B. in Engineering from Dartmouth College | | | M.B.A. from the Stanford Graduate School of Business |

  15. Class I Director Nominees

    | Coursera | 8 | 2025 Proxy Statement |

  16. Class I Director Nominees

    | Amanda M. Clark Age: 45 Director Since: November 2020 Independent | Amanda M. Clark has served as Chief Executive Officer of WellBiz Brands Inc., a beauty and wellness franchise platform, since March 2024. From February 2020 to March 2024, Ms. Clark served as the Chief Development Officer of Papa John’s International, Inc. (Nasdaq: PZZA), a restaurant franchise. Ms. Clark was previously with Taco Bell Corp., a restaurant company, where she was responsible for design, consumer facing technology, merchandising, customer marketing, new concepts, and company development, and served as Executive Vice President Restaurant Experience from February 2019 to February 2020, Senior Vice President North America Development from May 2017 to February 2019, and the General Manager for Taco Bell Canada from November 2015 to August 2018. Previously, Ms. Clark served in roles of increasing responsibility in Brand Marketing at Taco Bell since 2013. Prior to joining Taco Bell, Ms. Clark worked at Procter and Gamble (NYSE: PG) in various marketing roles for nearly 12 years on their brands including Olay, Pampers, and Oral-B. Ms. Clark brings significant business, marketing, and leadership experience as well as global operational expertise to our Board. | | Committee Membership: | Audit, HRC | | Education: | B.A. in Psychology and Theater Studies from Yale University |

  17. Class I Director Nominees

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

  18. Class I Director Nominees

    | Coursera | 9 | 2025 Proxy Statement |

  19. Class I Director Nominees

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

  20. Class I Director Nominees

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

  21. Class I Director Nominees

    | Coursera | 10 | 2025 Proxy Statement |

  22. Class I Director Nominees

    | Andrew Y. Ng Age: 48 Director Since: October 2011 | Andrew Y. Ng is one of our co-founders and served as Co-CEO until 2014. He currently serves as Chairman of the Board since inception, and is a consultant. Dr. Ng is a leading voice in artificial intelligence (AI) and online education. In 2013, he was named in the Time100 list of the most influential people in the world. Prior to founding Coursera, Dr. Ng was the founding lead of the Google Brain team from 2011 to 2012. From April 2017 to May 2024, he was Chief Scientist at Baidu, Inc., a multinational technology company, where he led the company’s global AI strategy and infrastructure. As an adjunct professor and tenured member of Stanford University’s faculty, he has taught in the computer science department for over two decades. In 2011, Dr. Ng led the development of Stanford’s first massive open online course (MOOC) platform and launched an online machine learning class that reached over 100,000 students—an initiative that inspired the creation of Coursera. Dr. Ng currently serves as CEO of Landing.AI, which helps companies jumpstart AI adoption, and is a Managing General Partner of AI Fund and AI Fund II, a venture studio supporting entrepreneurs in building AI companies, positions he has held since January 2018. Dr. Ng also leads DeepLearning.AI Corp., which provides AI training, including through our platform, since its founding in June 2017. Since April 2024, Dr. Ng has served on the board of Amazon, Inc. (Nasdaq: AMZN). Dr. Ng has authored or co-authored over 200 research papers in machine learning, robotics, and related fields. Dr. Ng’s knowledge of our company as co-founder and his breadth and depth of experience as a pioneer in online education and artificial intelligence bring invaluable industry, technology, and leadership expertise to our Board. | | Education: | B.S. in Math and Computer Science from Carnegie Mellon University | | | M.S. in Electrical Engineering and Computer Science from MIT | | | Ph.D. in Computer Science from the University of California, Berkeley |

  23. Class I Director Nominees

    | Coursera | 11 | 2025 Proxy Statement |

  24. Class I Director Nominees

    | Sabrina L. Simmons Age: 61 Director Since: February 2020 Independent | Sabrina L. Simmons has served as the Chief Financial Officer of Petco Health and Wellness Company (Nasdaq: WOOF) since February 2025. She previously served as Executive Vice President and Chief Financial Officer of The Gap, Inc. (NYSE: GPS), a clothing company, from January 2008 until February 2017. Ms. Simmons held several positions at The Gap, including as Executive Vice President, Corporate Finance from September 2007 to January 2008, Senior Vice President, Corporate Finance and Treasurer from March 2003 to September 2007, and Vice President and Treasurer from September 2001 to March 2003. Prior to joining The Gap, Ms. Simmons served as the Chief Financial Officer and an executive member of the board of directors of Sygen International PLC, a British genetics company, and was Assistant Treasurer at Levi Strauss & Co. (NYSE: LEVI). Since October 2018, Ms. Simmons has served as a member of the board of directors of Columbia Sportswear Company (Nasdaq: COLM), where she is a member of the compensation committee and the nominating and corporate governance committee. Since September 2022, she has been a director at Moloco, a privately held advertising technology company. Ms. Simmons was previously a director and audit committee chair of Petco Health & Wellness from January 2021 to February 2025, e.l.f. Beauty, Inc. (NYSE: ELF) from March 2016 to May 2021, and Williams-Sonoma, Inc. (NYSE: WSM) from January 2015 to June 2022. Ms. Simmons brings extensive public company leadership, board experience, and financial expertise to our Board. | | Committee Membership: | Audit (Chair) | | Education: | B.S. in Business Administration from the University of California, Berkeley | | | M.B.A. from the University of California, Los Angeles | | | CPA from CA (inactive) |

  25. Class I Director Nominees

    | Coursera | 12 | 2025 Proxy Statement |

  26. Non-Employee Director Compensation

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

  27. Non-Employee Director Compensation

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

  28. Non-Employee Director Compensation

    The annual cash retainers are paid quarterly in arrears, pro-rated for any partial months of service. The annual equity retainer is paid in restricted stock units (“RSUs”) under the Coursera, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) following the conclusion of each annual meeting of our stockholders to each non-employee director who will continue serving as a member of the Board. The annual RSU award will be with respect to a number of shares of common stock having an aggregate value equal to $185,000, based on the average closing price of our common stock during the 30 calendar days prior to the grant date. Each annual RSU award vests on the earliest of the first anniversary of the grant date, the next annual meeting of stockholders following the grant date, or the consummation of a change in control as defined in the 2021 Plan, subject to the non-employee director’s continued service as a director of Coursera through the applicable vesting date. In addition, a non-employee director is granted an initial RSU award upon appointment to our Board that vests over three years, with 33% of the RSUs vesting after one year, and the remaining RSUs vesting in quarterly installments over the next eight quarters, subject to the director’s continued service through the applicable vesting dates. We also reimburse our non-employee directors for their reasonable out-of-pocket costs and travel expenses incurred in connection with their attendance at Board and committee meetings. Employee directors do not receive any compensation for service as a Board member.

  29. Non-Employee Director Compensation

    | Coursera | 13 | 2025 Proxy Statement |

  30. 2024 Director Compensation

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

  31. 2024 Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock awards(1) ($) | Total ($) | | Carmen Chang | 57,000 | 149,165 | 206,165 | | Amanda M. Clark | 55,000 | 149,165 | 204,165 | | Christopher D. McCarthy | 42,000 | 149,165 | 191,165 | | Theodore R. Mitchell | 56,500 | 149,165 | 205,665 | | Susan W. Muigai | 45,000 | 149,165 | 194,165 | | Andrew Y. Ng | 57,500 | 149,165 | 206,665 | | Scott D. Sandell | 45,000 | 149,165 | 194,165 | | Sabrina L. Simmons | 57,500 | 149,165 | 206,665 |

  32. 2024 Director Compensation

    1.Represents the aggregate grant date fair value of the annual RSU awards granted to all non-employee directors who were serving on the Board in May 2024 pursuant to our non-employee director compensation policy, computed 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. These amounts reflect the accounting cost for these RSUs and do not represent the actual economic value that may be realized by the director. 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, 2024:

  33. 2024 Director Compensation

    | Name | Number of shares underlying stock options (#) | Number of shares underlying RSUs(1) (#) | | Carmen Chang | | 18,669 | | Amanda M. Clark | | 18,669 | | Christopher D. McCarthy | | 30,888(2) | | Theodore R. Mitchell | 150,000 | 18,669 | | Susan W. Muigai | | 33,152(3) | | Andrew Y. Ng | | 18,669 | | Scott D. Sandell | | 18,669 | | Sabrina L. Simmons | 150,000 | 18,669 |

  34. 2024 Director Compensation

    1.On May 22, 2024, we granted each non-employee director 18,669 RSUs that vest on the earlier of the day of the Annual Meeting, May 22, 2025 or a change in control, subject to continued service. 2.Consists of 18,669 RSUs from the 2024 annual equity grant, and 12,219 unvested RSUs from the initial equity award granted to Mr. McCarthy on January 31, 2023, in connection with his appointment to our Board. The 12,219 RSUs will vest and convert into shares of common stock in equal quarterly installments through February 15, 2026 or a change in control, subject to continued service. 3.Consists of 18,669 RSUs from the 2024 annual equity grant, and 14,483 unvested RSUs from the initial equity award granted to Ms. Muigai on August 31, 2023, in connection with her appointment to our Board. The 14,483 RSUs will vest and convert into shares of common stock in equal quarterly installments through August 15, 2026 or a change in control, subject to continued service.

  35. 2024 Director Compensation

    | Coursera | 14 | 2025 Proxy Statement |

  36. 2024 Director Compensation

    Corporate Governance

  37. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights Our executive compensation program is underpinned by our strong belief that executives’ interests should be aligned with stockholder value. To uphold this principle, our program ensures that a substantial portion of our executive officers’ target annual compensation opportunity is both variable in nature and ‘at-risk.’ In addition, our HRC Committee sets rigorous performance goals for each metric within our incentive compensation programs, ensuring that executive compensation is aligned with strong performance against pre-established objectives critical to our success and the creation of stockholder value. In 2024, we introduced PSUs to our stock incentive program for our executive team, with revenue selected as the key metric for 2024. We believe this approach aligns executive compensation with this key financial metric and supports the creation of stockholder value. The actual number of PSUs earned may range from 0% to 150% of the target amount, depending on the metric achievement. The pay outcomes for 2024 demonstrate that our program is working as designed. Our 2024 Executive Incentive Compensation Plan in which our NEOs participated, had equally weighted targets for revenue, Adjusted EBITDA, and New Student Degree Revenue, and paid out slightly above target, reflecting our overall financial performance for the year. Meanwhile, our PSUs tied to 2024 revenue, paid out below target. Revenue is intentionally used as a metric in both our annual and long-term incentive programs, as we believe revenue growth is the primary driver of our ability to generate long-term value for our stockholders.

  38. 2024 Executive Compensation Highlights

    | | 2024 Executive Compensation Highlights | | | | Our executive compensation program includes variable and ‘at-risk’ components designed to align annual and long-term performance objectives with stockholder value creation. Key aspects included: | | 2024 Cash Bonus Payout | 2024 PSUs Payout | | | | | | | •No increase to former CEO's cash compensation since he joined Coursera in 2017 | | | | | •No annual refresh equity award granted to our CEO in 2023 or 2024 | | | | | •No meaningful perquisites | | | |

  39. 2024 Executive Compensation Highlights

    | Performance-Based Compensation | | | | | | Emphasis on equity-based incentives ensures executive pay opportunities align with stockholder value creation | | | | | | | Structure | Performance Link | | | | Bonuses | Annual Cash Bonus Opportunity | For 2024, the corporate performance measures(1) under our 2024 Executive Incentive Compensation Plan were: | | | | | | Revenue | Adjusted EBITDA(2) | New Student Degree Revenue | | | | | | | | Equity Awards | Performance-Based Equity | | •In 2024, we introduced PSUs to our equity program for our executive officers, with revenue selected as the key metric for 2024. We believe this approach aligns executive compensation with our key financial metric and supports the creation of stockholder value. The actual number of PSUs earned may range from 0% to 150% of the target amount, depending on the achievement of the revenue performance metric. •RSUs and PSUs vest over 4 years to further our retention objectives. | | | | Service-Based Equity | | •The value of RSUs, PSUs, and stock options link directly to Coursera's stock price increases and decreases, thereby strengthening alignment and incentivizing our executives to build sustainable, long-term value for stockholders. | | | | | | •In 2024, stock options were not included as part of our annual equity award structure. Stock options are generally awarded to executive officers as part of new hire or promotion equity awards. | |

  40. Emphasis on At-Risk Compensation and Pay Aligned with Performance

    Emphasis on At-Risk Compensation and Pay Aligned with Performance We believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, motivating, rewarding, and retaining our executive officers with the goal of aligning their interests with those of our stockholders. Consistent with our compensation philosophy, our executive compensation program emphasizes variable, at-risk and performance-based 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 financial and operational results and the performance of our stock price. Variable pay elements ensure that a substantial portion of our executive officers’ target total direct compensation is ‘at-risk,’ rather than fixed in nature. The actual amounts payable vary based on our performance, reinforcing the alignment between compensation and results. In 2024, as in 2023, and informed by the feedback previously received from stockholders, we did not grant equity awards to our former CEO due to his substantial 2022 equity award, which was larger than a typical annual grant, to provide an appropriate retentive benefit for him and align his unvested equity holdings within the range of our peer group. Accordingly, his total direct compensation in 2023 and 2024 did not consist of a majority of at-risk pay. Due to his retirement in February 2025, he did not receive any equity awards following his 2022 equity award. The following chart shows the average pay mix for our continuing NEOs (other than our former CEO) in 2024.

  41. Emphasis on At-Risk Compensation and Pay Aligned with Performance

    1. Excludes (i) our former CEO because he did not receive an equity award in 2024 and (ii) Mr. Modica who joined Coursera in August 2024. 2. Amounts in the graphics are based on the average of the HRC Committee’s targeted economic value of the RSU and PSU awards granted in March 2024 to the then continuing NEOs (other than our CEO). If the average grant date fair values of such RSU and PSU awards were computed in accordance with ASC 718, these amounts would have been $2.7 million and $0.9 million, respectively.

  42. Role of the HRC Committee

    Role of the HRC Committee The HRC Committee, among its other responsibilities, establishes our overall compensation philosophy and oversees our executive compensation program, including reviewing and approving the compensation of our executive officers and non-employee members of our Board. The HRC 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 HRC 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 HRC 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, CFO, Chief People Officer, and executive compensation staff to formulate recommendations with respect to specific compensation actions. The HRC Committee makes all final decisions regarding compensation for our executive officers, including base salaries, target annual cash bonus opportunities, actual cash bonus payout amounts, long-term stock incentives, and actual performance achievement for PSUs. The HRC Committee periodically reviews compensation matters with our Board. The HRC Committee meets on a regularly scheduled basis and at other times as needed, and met four times during 2024.

  43. Role of the HRC Committee

    Each year, the HRC 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) providing appropriate short-term and long-term incentives for our executive officers, (iv) achieving their intended purposes, and (v) competitive with executive compensation in comparable positions at the companies with which we compete for talent. Following this assessment, the HRC 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 HRC Committee periodically reviews and analyzes market trends, including the prevalence of various compensation delivery vehicles. It adjusts the design and operation of our executive compensation program as needed to ensure alignment with market conditions. In designing and implementing the various elements of our executive compensation program, the HRC Committee considers market and industry practices, the tax efficiency of our compensation structure, and the impact on our business. While the HRC Committee considers numerous factors in its deliberations, it places no formal weighting on any one factor. The HRC 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. As part of this process, the HRC Committee evaluates the performance of our CEO each year and makes all decisions regarding base salary adjustments, target annual cash bonus opportunities, actual cash bonus payout amounts, long-term stock incentives, and the actual performance achievement for performance-based stock awards. Our CEO is not present during any of the deliberations regarding his compensation.

  44. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, the HRC Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as it determines in its sole discretion, to assist in carrying out its responsibilities. The HRC Committee makes all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the HRC Committee.

  45. Role of Compensation Consultant

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  46. Role of Compensation Consultant

    For 2024, the HRC 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 HRC Committee by Compensia with respect to Coursera’s 2024 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 for our executive officers; •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 HRC Committee as requested and may also communicate with the HRC Committee outside of meetings. Compensia reports to the HRC 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 HRC Committee and providing them with market data to assist them in developing their proposals. Throughout 2024, Compensia met with various members of management to collect data and discuss management’s executive compensation proposals. The HRC 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 HRC Committee. The HRC 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 NYSE listing standards, and has concluded that Compensia is independent and that the work of Compensia on behalf of the HRC Committee has not raised any conflict of interest.

  47. Competitive Positioning

    Competitive Positioning Given our unique history and business, market competitors, and geographical location of our headquarters, the HRC 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 HRC 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 with similarly sized revenue and market capitalization. The HRC Committee considers the compensation practices of these peer group companies as one factor in its compensation deliberations.

  48. Compensation Peer Group

    Compensation Peer Group As part of its deliberations, the HRC 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 HRC Committee, as well as compensation survey data.

  49. Compensation Peer Group

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  50. Compensation Peer Group

    In 2023, in preparation for the annual review of executive compensation in the first quarter of 2024, the HRC 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 revenue and market capitalization) relative to our size, and growth rate. The HRC Committee also considered the stock price of the Company and its peers with a desire to maintain stability in the year-over-year peer group by minimizing peer turnover to the extent possible while removing outliers. Following this review, the HRC Committee determined to remove Anaplan, Inc. due to its acquisition and LivePerson, Inc. due to lack of continued fit with our selection criteria and approved the following peer group consisting of 20 educational services and software companies.

  51. Compensation Peer Group

    | Compensation Peer Group | | | | | 2U, Inc. | BlackLine, Inc. | Fastly, Inc. | PowerSchool Holdings, Inc. | | Alarm.com Holdings, Inc. | Box, Inc. | Five9, Inc. | Qualys, Inc. | | Alteryx, Inc. | Chegg, Inc. | Instructure Holdings, Inc. | Smartsheet Inc. | | AppFolio, Inc. | Elastic N.V. | Momentive Global Inc. | Stride, Inc. | | Appian Corporation | Everbridge, Inc. | New Relic, Inc. | Udemy, Inc. | | Peer Group Metrics | | | | | Revenue(1) | | Market Capitalization(2) | | | of selected companies (in $ millions) | | of selected companies (in $ millions) | | | | | | |

  52. Compensation Peer Group

    1. Represents our revenue and the revenue range of our peer group companies for the last four fiscal quarters prior to May 5, 2023. 2. Represents our market capitalization and the market capitalization range of our peer group companies as of May 5, 2023, used at the time of the HRC Committee’s approval of the peer group in 2023. This compensation peer group was used by the HRC Committee in connection with its annual review of our executive compensation program for 2024 in the second half of 2023. Specifically, the HRC 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 HRC 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 HRC Committee also reviewed the corporate performance measures and performance goals generally used within the competitive market to reward performance.

  53. Compensation Peer Group

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  54. Compensation Elements

    Compensation Elements The three primary elements of our executive compensation programs are: (i) base salary, (ii) annual cash bonus opportunity, and (iii) long-term incentives in the form of equity awards. Consistent with our compensation philosophy, we emphasize at-risk, variable compensation incentives. Variable pay elements ensure that, each year, a substantial portion of our continuing executive officers’ target total compensation is contingent in nature, with the amounts ultimately payable subject to variability based on our performance in alignment with creating value for our stockholders.

  55. Compensation Elements

    | | Compensation Element | What This Element Rewards | Purpose and Key Features of Element | | | Base Salary (Cash) | 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 Opportunity | Achievement of pre-established annual financial, operational, and/or strategic corporate performance objectives | Motivates executive officers to achieve our key business objectives for the year Performance objectives are established to incentivize our executive officers to achieve or exceed performance objectives. For 2024, payouts for corporate performance objectives could range from 0% to 150% for each objective, depending on actual achievement | | | Equity Awards (Long-Term Incentives) Continuing NEOs New Hire NEO | Achievement of long-term stockholder value creation and 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 current and future economic value of these equity awards is directly related to our stock price, 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 our executive officers |

  56. Compensation Elements

    Our executive officers, including our NEOs, 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, how it fits into our overall executive compensation, and a discussion of the amounts of compensation paid to our NEOs in 2024 under each of these elements.

  57. Annual Cash Bonus Opportunity

    Annual Cash Bonus Opportunity The HRC Committee establishes an annual cash bonus opportunity pursuant to our executive incentive compensation plans, which is designed to reward our executive officers for achieving predetermined corporate performance targets over our fiscal year. The annual cash bonus opportunity is 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 2024 Executive Incentive Compensation Plan. 2024 Target Cash Bonus Opportunities After reviewing comparative data of the percentages of pay at risk for comparable officers at the companies within our compensation peer group, the HRC Committee approved the following target cash bonus opportunities for each of our NEOs under the 2024 Executive Incentive Compensation Plan, expressed as a percentage of annual base salary. All continuing NEOs maintained the same target cash bonus opportunity percentages for 2024 as in 2023.

  58. Annual Cash Bonus Opportunity

    | Named Executive Officer | 2024 Target Cash Bonus Opportunity (as a percentage of base salary) (%) | 2024 Target Cash Bonus Opportunity ($) | | Jeffrey N. Maggioncalda | 62.5 | 250,000 | | Kenneth R. Hahn | 70.0 | 315,000 | | Alan B. Cardenas | 50.0 | 200,000 | | Marcelo C. Modica(1) | 50.0 | 200,000 | | Shravan K. Goli | 80.0 | 378,400 |

  59. Annual Cash Bonus Opportunity

    1.Mr. Modica’s target cash bonus opportunity was established on an arm’s-length basis upon hiring on August 19, 2024. The amount reported here represents his annualized opportunity; see below for his actual, pro-rated amount earned during 2024. Corporate Performance Measures, Targets, Results, and Bonus Decisions Under the 2024 Executive Incentive Compensation Plan, the HRC Committee has the authority to determine the corporate performance measures and related target levels applicable to the annual cash bonus opportunities for our executive officers. The corporate performance measures involving our financial results could be determined in accordance with GAAP, or such financial

  60. Annual Cash Bonus Opportunity

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  61. Annual Cash Bonus Opportunity

    results could consist of non-GAAP financial measures, and any actual results are subject to adjustment by the HRC Committee for one-time items or unbudgeted or unexpected items when determining whether the target levels for the corporate performance measures have been met. Individual performance objectives could be established on the basis of any factors the HRC Committee determines relevant and are subject to adjustment on an individual, divisional, business unit, or company-wide basis. Our executive officers’ target cash bonus opportunities under our 2024 Executive Incentive Compensation Plan are determined solely based on the corporate performance objectives discussed below (subject to any exercise of HRC Committee discretion, which it did not elect to exercise during 2024). The HRC Committee determined that the 2024 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 January 2024, the HRC Committee approved the following corporate performance measures under the 2024 Executive Incentive Compensation Plan: •Revenue: Coursera’s 2024 revenue based on GAAP as disclosed in the Annual Report; •Adjusted EBITDA(1): Coursera’s 2024 Adjusted EBITDA as disclosed in the Annual Report; and •New Student Degree Revenue(1): Coursera’s 2024 revenue attributable to students who enrolled in a degree program for the first time in 2024, and in which the academic term also commenced in 2024. 1. See Appendix A for the definition of Adjusted EBITDA and the reconciliation of this non-GAAP financial measure to its comparable GAAP measure. New Student Degree Revenue is a non-GAAP financial measure for which there is no comparable GAAP measure. Non-GAAP financial measures should not be considered in isolation from, or as an alternative to, their comparable GAAP measures. 2. Bonus metric weighting percentages do not add up to 100% due to rounding. The metrics selected for 2024 were similar to those used in 2023, except that the HRC Committee determined that Adjusted EBITDA should replace Enterprise Bookings for 2024 to align with our 2024 business plan’s focus on operational efficiency and profitable growth. For each performance measure, the HRC Committee established challenging and rigorous threshold, target, and maximum levels of achievement that required significant growth compared to prior year actual results (and prior year targets for recurring metrics) to achieve target performance. Further, the HRC Committee determined to increase the threshold level of performance required for New Student Degree Revenue from 60% of target to 75% for 2024. We do not publicly disclose New Student Degree Revenue as we believe this information is competitively sensitive. Accordingly, we do not publicly disclose the specific targets for this metric, but have endeavored to provide information in this discussion as to the challenging nature of these goals and the level of our achievement for 2024. Each of the corporate performance measures were equally weighted. The HRC Committee believed these corporate performance measures were appropriate for our business because they focused on overall growth in company revenue, profitability, and specific strategic business initiatives, all of which directly influence long-term stockholder value. In January 2024, the HRC Committee established the following threshold, target, and maximum levels of achievement for the corporate performance measures and their

  62. Annual Cash Bonus Opportunity

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  63. Annual Cash Bonus Opportunity

    respective payment levels, with the actual bonus payment with respect to each measure to be determined independently. In the event actual performance falls between the threshold and target levels, or between the target and maximum levels, the payment amount is determined on a linear scale within each range.

  64. Annual Cash 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 | | Adjusted EBITDA | 75 | 50 | 100 | 100 | ≥125 | 150 | | New Student Degree Revenue | 75 | 50 | 100 | 100 | ≥125 | 150 |

  65. Annual Cash Bonus Opportunity

    In February 2025, the HRC Committee certified our actual achievement of 104.0% against the combined target corporate performance measures outlined in the 2024 Executive Incentive Compensation Plan as set forth in the graphic below.

  66. Annual Cash Bonus Opportunity

    | | Revenue(1) | | | Adjusted EBITDA(1)(2) | | | New Student Degree Revenue(1)(2)(3) | | | | | | | | | | | | | | $566.8M | $755.7M | $944.6M | $25.4M | $33.9M | $42.4M | | | | | 75% | 100% | 125% | 75% | 100% | 125% | | | | | Achievement | | | Achievement | | | | | | | Metric Achievement | | 91.9% | Metric Achievement | | 122.4% | Metric Achievement | 91.6% | | | | | | | | | | | | | Metric Payout Earned | | 83.8% | Metric Payout Earned | | 144.9% | Metric Payout Earned | 83.2% | | 104.0% Total Payout(4) | | | | | | | | |

  67. Annual Cash Bonus Opportunity

    1. Bonus metric weighting percentages do not add up to 100% due to rounding. 2. See Appendix A for the definition of Adjusted EBITDA and the reconciliation of this non-GAAP financial measure to its comparable GAAP measure. New Student Degree Revenue is a non-GAAP financial measure for which there is no comparable GAAP measure. Non-GAAP financial measures should not be considered in isolation from, or as an alternative to, their comparable GAAP measures. 3. We do not publicly disclose New Student Degree Revenue as we believe this information is competitively sensitive. 4. In the event actual performance falls between the threshold and target levels, or between the target and maximum levels, the payment amount is determined on a linear scale within each range.

  68. Annual Cash Bonus Opportunity

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  69. Annual Cash Bonus Opportunity

    Accordingly, the HRC Committee approved the following bonus payout amounts for our NEOs under the 2024 Executive Incentive Compensation Plan:

  70. Annual Cash Bonus Opportunity

    | Named Executive Officer | 2024 Target Bonus Opportunity ($) | Actual Payout as a Percentage of 2024 Target Bonus Opportunity (%) | Actual Annual Cash Bonus Payout ($) | | Jeffrey N. Maggioncalda | 250,000 | 104.0 | 260,000 | | Kenneth R. Hahn | 315,000 | 104.0 | 327,600 | | Alan B. Cardenas | 200,000 | 104.0 | 208,000 | | Marcelo C. Modica | 200,000 | 104.0 | 76,721(1) | | Shravan K. Goli | 378,400 | 104.0 | 344,075(2) |

  71. Annual Cash Bonus Opportunity

    1.Pro-rated amount earned based on his August 19, 2024 hire date. In addition, Mr. Modica also received a non-recurring $100,000 signing bonus in 2024 in connection with his hiring. 2.Pro-rated amount earned based on his November 15, 2024 departure date.

  72. Equity Awards (Long-Term Incentive Compensation)

    Equity Awards (Long-Term Incentive Compensation) Our HRC Committee grants long-term stock incentive compensation to motivate and retain our executive officers, attract key talent, and align their interests with that of our stockholders. Equity awards enable us to provide our executive officers, including our NEOs, 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 incentivize our executive officers have evolved. Prior to our IPO, we granted stock options to purchase shares of our common stock to incentivize our executive officers. Beginning in 2019, we began granting RSUs that may be settled for shares of our common stock as the principal vehicle for delivering long-term incentive compensation opportunities to our executive officers. Stock options are generally considered to have a strong pay-for-performance component because the awards result in realizable value to the executive only if our stock price increases over time. However, significant awards of stock options have the potential for increasing stockholder dilution, as higher numbers of option shares are generally awarded as compared with “full value” awards, such as RSUs. In general, because RSUs retain value if our stock price decreases, we can award less RSUs for the same economic value than options, thereby resulting in less stockholder dilution. In 2024, in alignment with stockholder feedback, we introduced PSUs for our continuing executive officers (other than our former CEO). Our approach of providing a mix of equity award types is intended to align executive officer pay with performance, while taking into account the potential for stockholder dilution. In 2023, we did not grant any equity awards to our NEOs except for Mr. Cardenas who, in connection with his promotion to Senior Vice President, General Counsel and Secretary received RSU and stock option awards that vest quarterly over four years subject to his continued employment. In 2024, we returned to a typical annual grant cycle for our NEOs (other than our former CEO) and granted a mix of RSUs (75%) and PSUs (25%). We also awarded a mix of stock options and RSUs to Mr. Modica upon his hire, consistent with our historical practice of granting a mix of equity awards to our executives upon hire or in connection with promotions. 2024 PSU Program After carefully considering stockholder feedback, in 2024, we introduced PSUs as a component of our long-term incentive compensation program for our continuing executive officers, including our NEOs, other than our former CEO. In March 2024, our then continuing NEOs, other than our former CEO, were granted PSUs pursuant to which the number of shares eligible to be earned was determined based on achieving a predetermined target amount for 2024 revenue, with applicable threshold and maximum levels, each established by the HRC Committee. In addition to the performance condition, the PSUs are also subject to a four-year service-

  73. Equity Awards (Long-Term Incentive Compensation)

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  74. Equity Awards (Long-Term Incentive Compensation)

    based vesting condition, pursuant to which 25% of the shares earned (if any) would be released upon the HRC Committee’s certification of the level of achievement of the performance metric, subject to the NEO’s service through February 15, 2025, with the remaining units to vest in 12 substantially equal quarterly installments thereafter, subject to the NEO’s continued service through each applicable vesting date. For the 2024 PSU grants, the HRC Committee selected 2024 revenue as the performance metric for the PSUs, since at this stage of our maturity, it views revenue growth as the most critical indicator of our long-term success and a key driver of value creation for our stockholders. Further, given the rapidly evolving nature of our business, the HRC Committee believes that the fiscal year 2024 performance period was appropriate to provide the line of sight needed to set a challenging yet potentially achievable performance goal to promote Coursera’s long-term success and encourage the creation of stockholder value. In determining the amount of each continuing NEO’s equity award for 2024, the HRC Committee took into consideration the factors discussed under “—Compensation-Setting Process” above. For our CFO, Mr. Hahn, in particular, the HRC Committee determined it was necessary to provide an enhanced award value to him in 2024 due to the challenging market conditions and the criticality of his continued leadership during a period of broader leadership transition for the Company. The HRC Committee believed it was in stockholders’ best interests to retain Mr. Hahn while continuing to strongly align his interests with stockholders and our long-term success. 2024 PSU Metrics and Results In February 2025, following the filing of our Annual Report, the HRC Committee certified the actual achievement of 83.8% against the target performance metric outlined in the 2024 PSU program as set forth in the graphic below. The 2024 PSU revenue target, actual performance, and shares earned for applicable continuing NEOs are set forth below.

  75. Equity Awards (Long-Term Incentive Compensation)

    | 2024 PSU Metric and Results | | | | Performance Metric: Revenue | | | | $566.8M | $755.7M | $944.6M | | 75% | 100% | 125% | | Achievement | | | | Metric Achievement | 91.9% | | | | | | | Metric Payout Earned | 83.8% | | | 50% | 100% | 150% | | Payout Range | | |

  76. Equity Awards (Long-Term Incentive Compensation)

    | Named Executive Officer | 2024 Target PSUs (#) | PSUs Earned as a Percentage of Target (%) | 2024 Earned PSUs(1) (#) | | Kenneth R. Hahn | 146,542 | 83.8 | 122,875 | | Alan B. Cardenas | 21,982 | 83.8 | 18,431 | | Shravan K. Goli | 21,982 | — | — |

  77. Equity Awards (Long-Term Incentive Compensation)

    1.25% of the earned PSUs vested in February 2025, with the remaining units eligible to vest in 12 substantially equal quarterly installments thereafter, subject to continued service through each applicable vesting date.

  78. Equity Awards (Long-Term Incentive Compensation)

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  79. Equity Awards (Long-Term Incentive Compensation)

    Mr. Goli did not earn any PSUs granted under the 2024 PSU program due to his departure in November 2024, and Mr. Modica did not participate in the 2024 PSU program as he was hired in August 2024. No Equity Awards Granted in 2024 to our Former CEO As disclosed above under the heading “—Executive Summary—Emphasis on At-Risk Compensation and Pay Aligned with Performance,” our former CEO did not receive annual equity awards in 2024, including under our 2024 PSU program, due to his significant 2022 equity award, which was larger than a typical annual grant in order to provide an appropriate retentive benefit for him and align his unvested equity holdings within the range of our peer group.

  80. Leadership Transition-Related Compensation in 2024

    Leadership Transition-Related Compensation in 2024 New Hire Awards for Mr. Modica With the retirement of our prior Chief People Officer, the HRC Committee took a thoughtful approach in establishing a new hire equity award to attract Mr. Modica to join Coursera during a period of critical evolution for our people and talent strategies while ensuring appropriate long-term alignment with stockholders. In doing so, it considered his experience, expected responsibilities and contributions, expertise, compensation at his prior employer, and the competitive market for highly-experienced human resources professionals such as Mr. Modica. Following this review, the HRC Committee determined to provide Mr. Modica with an initial equity grant with a target value of $5,000,000, composed equally of RSUs and stock options. The RSUs will vest over four years with 25% vesting on August 15, 2025, and 6.25% vesting quarterly thereafter, subject to continuous service. The stock options will vest over four years, with 25% vesting on August 15, 2025, and the remaining options vesting monthly thereafter, subject to continuous service. In addition, upon hiring, Mr. Modica received a one-time $100,000 cash signing bonus, payable with his first regularly scheduled payroll. If Mr. Modica leaves Coursera within 12 months of his employment start date, he is required to repay the entire signing bonus. Departure of Mr. Goli Mr. Goli ceased serving as an executive officer effective April 29, 2024 upon his transition to a strategic projects role within Coursera, following which he subsequently departed on November 15, 2024. The circumstances of Mr. Goli’s departure would have entitled him to payments consistent with the termination without cause provisions of our Executive Severance Plan. However, in lieu of such payments, we entered into an individually negotiated separation agreement with Mr. Goli effective April 29, 2024 to document the terms of his transition. Under such agreement, and in connection with customary terms and conditions including a release of claims in favor of Coursera, Mr. Goli continued to receive his salary, participate in our health and benefit plans, and vest in his equity awards through November 15, 2024, at which time he received a severance payment in the amount of $39,400 and his unvested equity was forfeited. He was also eligible to receive a pro-rated cash bonus payment under the 2024 Executive Incentive Compensation Plan as described above.

  81. Post-Employment Compensation

    Post-Employment Compensation We believe that implementing reasonable and competitive post-employment compensation arrangements, including those applicable in the event of a change in control of Coursera, is essential for attracting and retaining highly qualified executive officers. We maintain a severance plan for 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.

  82. Equity Award Grant Practices

    Equity Award Grant Practices We do not schedule our equity grants in anticipation of the release of material nonpublic information (“MNPI”), nor do we release MNPI based on equity award dates or time the disclosure of MNPI for the purpose of affecting the value of executive compensation. During the year ended December 31, 2024, we did not issue any stock options in the period beginning four business days before the filing of a periodic report on Forms 10-Q or 10-K or the filing or furnishing of a current report on Form 8-K, and ending one business day after the filing or furnishing of such report. Our HRC Committee typically grants annual equity awards to eligible employees, including executive officers, following the completion of our annual review cycle, which usually takes place in the first quarter of the year. The timing of any equity grants in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

  83. 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 HRC 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 of the Code. 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 of the Code.

  84. Taxation of Nonqualified Deferred Compensation

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  85. Taxation of “Excess Parachute Payments”

    Taxation of “Excess 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 exceed 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 of the Code during 2024, and we have not agreed and are not otherwise obligated to provide any executive officers with such a “gross-up” or other reimbursement payment.

  86. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The HRC 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).

  87. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the total compensation of our NEOs for the year ended December 31, 2024, and where applicable, the years ended December 31, 2023 and December 31, 2022.

  88. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary(2) ($) | Bonus(3) ($) | Stock Awards(4) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Jeffrey N. Maggioncalda Former President, Chief Executive Officer, and Director | 2024 | 400,000 | — | — | — | 260,000 | — | 660,000 | | | 2023 | 400,000 | — | — | — | 206,500 | — | 606,500 | | | 2022 | 400,000 | — | 28,619,477 | — | 105,325 | — | 29,124,802 | | Kenneth R. Hahn Senior Vice President, Chief Financial Officer, and Treasurer | 2024 | 446,833 | — | 8,417,358 | — | 327,600 | 2,500 | 9,194,291 | | | 2023 | 427,500 | — | — | — | 249,204 | 2,500 | 679,204 | | | 2022 | 404,167 | — | 6,677,887 | — | 119,193 | 2,500 | 7,203,747 | | Alan B. Cardenas Senior Vice President, General Counsel and Secretary | 2024 | 396,667 | — | 1,262,617 | — | 208,000 | 2,500 | 1,869,784 | | | 2023 | 360,383 | — | 854,735 | 995,601 | 127,633 | 2,500 | 2,340,852 | | Marcelo C. Modica Senior Vice President, and Chief People Officer | 2024 | 148,485 | 100,000 | 2,392,773 | 2,688,729 | 76,721 | — | 5,406,708 | | Shravan K. Goli Former Senior Vice President, and Chief Operating Officer | 2024 | 413,875 | — | 1,262,617 | — | 344,075 | 41,900 | 2,062,467 | | | 2023 | 473,000 | — | — | — | 312,558 | 2,500 | 788,058 | | | 2022 | 451,583 | — | 9,539,826 | — | 110,072 | 2,500 | 10,103,981 |

  89. Summary Compensation Table

    1.Mr. Maggioncalda retired as our President, Chief Executive Officer, and Director on February 3, 2025. Mr. Goli ceased serving as an executive officer effective April 29, 2024 upon his transition to a strategic projects role, and he subsequently departed on November 15, 2024. Mr. Cardenas became Senior Vice President, General Counsel and Secretary on May 24, 2023, and was not an NEO in 2022. Mr. Modica joined the Company as our SVP, Chief People Officer on August 19, 2024. 2.Amounts reflect the base salary earned during the applicable year. Mr. Hahn’s base salary increased from $431,000 to $450,000 per year, effective March 1, 2024, and from $410,000 to $431,000, effective March 1, 2023, due to merit increases. Mr. Goli’s base salary increased from $450,000 to $473,000 in connection with his promotion to Senior Vice President and Chief Operating Officer, effective October 1, 2022. Mr. Cardenas’ base salary increased from $380,000 to $400,000, effective March 1, 2024, due to a merit increase, and increased from $334,544 to $380,000, effective May 24, 2023, in connection with his promotion to Senior Vice President, General Counsel and Secretary. For additional information see “—Compensation Elements—Base Salary.” 3.Reflects a one-time signing bonus. 4.Amounts 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. For more information regarding the accounting for and assumptions we used to calculate the grant date fair values for our stock awards, see Notes 2 and 11 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. There can be no assurance that RSUs will settle (in which case no value will be realized by the individual) or that settled RSUs have the fair value attributed to them in this table. The grant date fair value of the PSUs was computed based on the probable outcome, which was determined to be equal to the performance target, or 100%. If the PSUs were instead valued based on the maximum outcome of the performance target (i.e., based on the maximum level of performance), the total incremental fair value of the PSU awards reported in this column for 2024 would be $1,052,172 for Mr. Hahn, and $157,831 for each of Messrs. Cardenas and Goli.

  90. Summary Compensation Table

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  91. Summary Compensation Table

    5.Amounts represent the applicable NEO’s total annual incentive-based cash bonus. See “—Compensation Elements—Annual Cash Bonus Opportunity” for additional information regarding the bonus payments for the year ended December 31, 2024. 6.All other compensation in 2024 consisted of (i) matching contributions in the amount of $2,500 per year under the Coursera 401(k) Plan, and (ii) a $39,400 severance payment to Mr. Goli. All other compensation for 2023 and 2022 consisted of matching contributions in the amount of $2,500 per year under the Coursera 401(k) Plan. Life insurance premiums have been excluded for all years, including amounts previously reported for 2023 and 2022, because they are part of a broadly available employee benefit plan and below the $10,000 disclosure threshold.

  92. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding grants of plan-based awards to each of our NEOs during 2024:

  93. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jeffrey N. Maggioncalda | Cash | — | 125,000 | 250,000 | 375,000 | — | — | — | — | — | — | — | | Kenneth R. Hahn | Cash | — | 157,500 | 315,000 | 472,500 | — | — | — | — | — | — | — | | | RSU | 3/18/2024 | — | — | — | — | — | — | 439,625 | — | — | 6,313,015 | | | PSU | 3/18/2024 | — | — | — | 73,271 | 146,542 | 219,813 | — | — | — | 2,104,343 | | Alan B. Cardenas | Cash | — | 100,000 | 200,000 | 300,000 | — | — | — | — | — | — | — | | | RSU | 3/18/2024 | — | — | — | — | — | — | 65,944 | — | — | 946,956 | | | PSU | 3/18/2024 | — | — | — | 10,991 | 21,982 | 32,973 | — | — | — | 315,661 | | Marcelo C. Modica(5) | Cash | — | 36,885 | 73,770 | 110,655 | — | — | — | — | — | — | — | | | RSU | 9/16/2024 | — | — | — | — | — | — | 306,373 | — | — | 2,392,773 | | | Options | 9/16/2024 | — | — | — | — | — | — | — | 612,746 | 7.81 | 2,688,729 | | Shravan K. Goli | Cash | — | 189,200 | 378,400 | 567,600 | — | — | — | — | — | — | — | | | RSU | 3/18/2024 | — | — | — | — | — | — | 65,944 | — | — | 946,956 | | | PSU | 3/18/2024 | — | — | — | 10,991 | 21,982 | 32,973 | — | — | — | 315,661 |

  94. Grants of Plan-Based Awards

    1.Amounts represent annual cash bonus opportunities granted under our 2024 Executive Incentive Compensation Plan described above in the section “—Compensation Elements—Annual Cash Bonus Opportunity.” These amounts do not necessarily correspond to the actual bonus payout amounts received by the individuals. 2.Amounts represent awards under our 2024 PSU program described above in the section “—Compensation Elements—Equity Awards (Long-Term Incentive Compensation).” 3.Represents the number of shares underlying the RSUs granted on the date specified. 4.Represents the grant date fair value of stock awards granted during 2024, calculated in accordance with ASC 718. For more information on the assumptions used in the calculations of these amounts, see Notes 2 and 12 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. 5.Mr. Modica earned a pro-rated cash bonus payout for 2024 under our 2024 Executive Incentive Compensation Plan and received a new hire grant consisting of RSUs and stock options.

  95. Grants of Plan-Based Awards

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  96. 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, 2024:

  97. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock that Have not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Jeffrey N. Maggioncalda | 7/13/2017 | 2,023,279(4) | — | 2.56 | 7/13/2027 | — | — | — | — | | | 11/18/2020(3) | 627,083 | 72,917 | 15.17 | 11/18/2030 | — | — | — | — | | | 11/18/2020(5) | — | — | — | — | 41,625 | 353,813 | — | — | | | 11/30/2021(6) | 106,774 | 43,966 | 29.99 | 11/30/2031 | — | — | — | — | | | 11/30/2021(7) | — | — | — | — | 23,554 | 200,209 | — | — | | | 9/30/2022(8) | — | — | — | — | 1,161,505 | 9,872,793 | — | — | | Kenneth R. Hahn | 5/19/2020 | 835,426 | — | 6.06 | 5/19/2030 | — | — | — | — | | | 12/7/2020(9) | — | — | — | — | 15,000 | 127,500 | — | — | | | 11/30/2021(7) | 64,064 | 26,380 | 29.99 | 11/30/2031 | — | — | — | — | | | 11/30/2021(8) | — | — | — | — | 14,133 | 120,131 | — | — | | | 9/30/2022(9) | — | — | — | — | 271,019 | 2,303,662 | — | — | | | 3/18/2024(10) | — | — | — | — | 357,196 | 3,036,166 | — | — | | | 3/18/2024(11) | — | — | — | — | — | — | 146,542 | 1,245,607 | | Alan B. Cardenas | 10/7/2021(12) | — | — | — | — | 10,360 | 88,060 | — | — | | | 4/28/2022(13) | — | — | — | — | 15,904 | 135,184 | — | — | | | 10/31/2022(9) | — | — | — | — | 35,513 | 301,861 | — | — | | | 6/27/2023(14) | — | — | — | — | 42,230 | 358,955 | — | — | | | 6/27/2023(15) | 50,676 | 84,460 | 12.65 | 6/27/2033 | — | — | — | — | | | 3/18/2024(10) | — | — | — | — | 53,580 | 455,430 | — | — | | | 3/18/2024(11) | — | — | — | — | — | — | 21,982 | 186,847 | | Marcelo C. Modica | 9/16/2024(16) | — | 612,746 | 7.81 | 9/16/2034 | — | — | — | — | | | 9/16/2024(17) | — | — | — | — | 306,373 | 2,604,171 | — | — | | Shravan K. Goli | 5/15/2018 | 69,992 | — | 2.23 | 2/15/2025(18) | — | — | — | — | | | 11/30/2021(5) | 41,453 | — | 29.99 | 2/15/2025(18) | — | — | — | — |

  98. Outstanding Equity Awards at Fiscal Year-End

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  99. Outstanding Equity Awards at Fiscal Year-End

    1.Outstanding but unvested equity awards are subject to acceleration under certain circumstances in the event of a change in control, as described in the sections “—Potential Payments upon Termination or Change in Control” and “—Compensation Elements—Equity Awards (Long-Term Incentive Compensation).” 2.The market value is calculated by multiplying the number of units shown in the preceding column by the December 31, 2024 closing price of our common stock, or $8.50 per share. 3.25% of the total number of shares of stock subject to this option vested on May 15, 2022, and 1/48th of the total number of shares of stock subject to the option vest in monthly installments for 36 months thereafter, subject to continued service through each such vesting date. 4.Of these options, 1,389,673 options are held by Mr. Maggioncalda’s spouse, 272,727 options are held by the Maggioncalda Family Trust of 2022, for which Mr. Maggioncalda’s spouse and child serve as trustees, and 181,818 options are held by the Jeffrey N. Maggioncalda Trust of 2022, for which Mr. Maggioncalda serves as a trustee. 5.These RSUs were granted subject to both a service-based vesting condition and 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 continued service through each such vesting date. 6.25% 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 continued service through each such vesting date. 7.25% of the RSUs vested on February 15, 2023, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to continued service through each such vesting date. 8.These RSUs were granted subject to both a service-based vesting condition and 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 continued service through each such vesting date. 9.6.25% of the RSUs vested on November 15, 2022, with the remaining 93.75% of the RSUs vesting in 15 equal quarterly installments thereafter, subject to continued service through each such vesting date. 10. 6.25% of the RSUs vested on May 15, 2024, with the remaining 93.75% of the RSUs vesting in 15 equal quarterly installments thereafter, subject to continued service through each such vesting date. 11.These PSUs were granted subject to both a service-based vesting condition and a performance-based vesting condition. The PSUs are earned and vest as described in the section “—Compensation Elements—Equity Awards (Long-Term Incentive Compensation).” 12.25% of the RSUs vested on August 15, 2022, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to continued service through each such vesting date. 13.25% of the RSUs vested on February 15, 2023, with the remaining 75% of the RSUs vesting in 12 equal quarterly installments thereafter, subject to continued service through each such vesting date. 14.6.25% of the RSUs vested on August 15, 2023, with the remaining 93.75% vesting in 15 equal quarterly installments thereafter, subject to continued service through each such vesting date. 15.6.25% 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 continued service through each such vesting date. 16.25% of the total number of shares of stock subject to this option will vest on August 15, 2025, 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 continued service through each such vesting date. 17.25% of the RSUs will vest on August 15, 2025, with the remaining 75% of the RSUs vesting in 12 substantially equal quarterly installments thereafter, subject to continued service through each such vesting date. 18.Per Mr. Goli’s separation agreement dated May 3, 2024, the options ceased vesting as of November 15, 2024, and expired on February 15, 2025. In addition, as of November 15, 2024, all of his unvested equity awards were forfeited.

  100. Outstanding Equity Awards at Fiscal Year-End

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  101. Option Exercises and Stock Vested

    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 2024:

  102. Option Exercises and Stock Vested

    | | 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 | 247,595 | 4,138,873 | 765,809 | 7,908,882 | | Kenneth R. Hahn | 10,000 | 116,695 | 278,601 | 2,692,819 | | Alan B. Cardenas | — | — | 76,084 | 758,093 | | Marcelo C. Modica | — | — | — | — | | Shravan K. Goli | 119,185 | 953,616 | 297,390 | 3,052,130 |

  103. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  104. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our NEOs participate in or has account balances in nonqualified defined contribution plans or other nonqualified deferred compensation plans maintained by us. Our Board or the HRC 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.

  105. 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 former CEO, and our median employee’s annual total compensation (other than Mr. Maggioncalda) for 2024. As permitted by SEC rules, we used the same median employee for 2024 that we identified for 2023 because there have been no significant changes to our workforce or pay design for 2024 that we believe would significantly impact our CEO pay ratio results. We calculated the annual total compensation for the median employee using the same methodology we use to calculate the amount reported for our CEO in the “Total” column for 2024 in the Summary Compensation Table as set forth in this Proxy Statement. For 2024: •Mr. Maggioncalda’s annual total compensation for 2024, as reported in the Summary Compensation Table included in this Proxy Statement, was $660,000. •Our median employee’s annual total compensation for 2024 was $173,580. Based on this information the ratio of our CEO's annual total compensation for 2024 to the annual total compensation of our median employee for 2024 was 3.8 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 lower than we anticipate to be the case in future years because our former 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 2024 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, 2024, the last day of our fiscal year. •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, 2024 through December 31, 2024. 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, 2024. We did not make any cost-of-living adjustments. 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

  106. CEO Pay Ratio

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  107. CEO Pay Ratio

    different employee populations and compensation practices and may have used different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. This information is being provided for compliance purposes. Neither the HRC Committee nor management of the Company used the foregoing pay ratio measure in making compensation decisions.

  108. 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 HRC 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, 2024, 2023, 2022, and 2021. Since Coursera completed its IPO in 2021, data from 2020 is excluded from the disclosure.

  109. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Loss(5) ($) | Company-Selected Measure: Revenue(6) ($) | | | | | | | Total Stockholder Return(3) ($) | Peer Group Total Stockholder Return(4) ($) | | | | 2024 | 660,000 | (21,769,084) | 4,633,313 | (1,362,579) | 19 | 153 | (79,530,000) | 694,670,000 | | 2023 | 606,500 | 21,167,366 | 1,147,123 | 6,956,342 | 43 | 122 | (116,554,000) | 635,764,000 | | 2022 | 29,124,802 | 19,912,204 | 8,187,427 | 3,364,720 | 26 | 77 | (175,357,000) | 523,756,000 | | 2021 | 5,379,367 | 9,345,438 | 3,236,448 | 7,133,735 | 54 | 120 | (145,215,000) | 415,287,000 |

  110. Pay Versus Performance

    1.Mr. Maggioncalda served as our CEO, our principal executive officer (“PEO”), for the entirety of 2021, 2022, 2023, and 2024. Our non-PEO NEOs for 2024 were Mr. Hahn, Mr. Goli, Mr. Cardenas, and Mr. Modica, for 2023 were Mr. Hahn, Ms. Belsky, Mr. Goli, and Mr. Cardenas, for 2022 were Mr. Hahn, Ms. Belsky, Mr. Goli, and Mr. Jacquet, and for 2021 were Mr. Hahn and Ms. Belsky. 2.Represents the amount of “compensation actually paid” to our PEO and our non-PEOs, 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 by each person during the applicable year. Rather, in accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to each individual’s total compensation for 2024 to determine the compensation actually paid; for information on the calculation of “compensation actually paid” for 2023, 2022, and 2021 please see the “pay versus performance” disclosure in our 2023 and 2022 definitive proxy statements filed with the SEC:

  111. Pay Versus Performance

    | | | PEO: 2024 | NEO: 2024 | | | Summary Compensation Table - Total Compensation | $660,000 | $4,633,313 | | — | Grant Date Fair Value of Stock Awards and Option Awards Granted in 2024* | — | (4,006,070) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards and Option Awards Granted in 2024* | — | 2,730,235 | | + | Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Years* | (14,176,959) | (1,321,840) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in 2023 that Vested During 2024* | — | 216,725 | | + | 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* | (8,252,125) | (1,535,897) |

  112. Pay Versus Performance

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  113. Pay Versus Performance

    | | | PEO: 2024 | NEO: 2024 | | | Summary Compensation Table - Total Compensation | $660,000 | $4,633,313 | | — | 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 2024* | — | (2,079,045) | | = | Compensation Actually Paid for 2024 | $(21,769,084) | $(1,362,579) |

  114. 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.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. 4.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. 5.Net loss amounts reported on a GAAP basis. 6.As noted in our Compensation Discussion and Analysis, for 2024, our HRC Committee determined that revenue continues to be viewed as a key indicator of our business performance and aligned with the creation of stockholder value.