Coursera Board Shakeup: Director Departs, New Members Elected
Ticker: COUR · Form: 8-K · Filed: Jan 29, 2025 · CIK: 1651562
Sentiment: neutral
Topics: board-changes, executive-compensation, director-departure, director-election
Related Tickers: COUR
TL;DR
Scott Sterling out, Ng and others in at Coursera board. Exec comp details also filed.
AI Summary
Coursera, Inc. announced on January 24, 2025, the departure of director Scott Sterling. The company also elected new directors, including Dr. Andrew Ng, and appointed new officers. Additionally, Coursera disclosed details regarding the compensatory arrangements for its named executive officers.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Board changes and executive compensation disclosures can introduce uncertainty and signal potential strategic shifts.
Key Players & Entities
- Coursera, Inc. (company) — Registrant
- Scott Sterling (person) — Departing Director
- Andrew Ng (person) — Elected Director
FAQ
Who has departed from Coursera's board of directors?
Scott Sterling has departed from Coursera's board of directors as of January 24, 2025.
Who has been elected to Coursera's board of directors?
Dr. Andrew Ng has been elected to Coursera's board of directors.
What other items are covered in this 8-K filing?
This filing also covers the election of directors, appointment of certain officers, and compensatory arrangements of certain officers, along with a Regulation FD Disclosure and Financial Statements and Exhibits.
When was the earliest event reported in this filing?
The earliest event reported in this filing occurred on January 24, 2025.
What is Coursera's state of incorporation and fiscal year end?
Coursera, Inc. is incorporated in Delaware and its fiscal year ends on December 31.
Filing Stats: 1,544 words · 6 min read · ~5 pages · Grade level 12.3 · Accepted 2025-01-29 16:10:41
Key Financial Figures
- $0.00001 — nge on which registered Common Stock, $0.00001 par value per share COUR New York S
- $590,000 — eceive an initial annual base salary of $590,000 and will be eligible to participate in
- $16 million — r of RSUs awarded will be calculated as $16 million divided by the 30-trading day trailing
- $6 million — k options awarded will be calculated as $6 million divided by the Base Stock Price, multip
Filing Documents
- tm254798d1_8k.htm (8-K) — 36KB
- tm254798d1_ex99-1.htm (EX-99.1) — 10KB
- image_001.jpg (GRAPHIC) — 3KB
- 0001104659-25-007213.txt ( ) — 252KB
- cour-20250124.xsd (EX-101.SCH) — 3KB
- cour-20250124_def.xml (EX-101.DEF) — 26KB
- cour-20250124_lab.xml (EX-101.LAB) — 33KB
- cour-20250124_pre.xml (EX-101.PRE) — 22KB
- tm254798d1_8k_htm.xml (XML) — 3KB
02 Departure of Directors or Certain Officers; Election
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On January 24, 2025, the Board of Directors (the " Board ") of Coursera, Inc. (the " Company ", " we ", " us " and " our ") appointed Gregory Hart to serve as the Company's President and Chief Executive Officer and as a Class III director on the Company's Board, effective on February 3, 2025 (the " Start Date "), replacing Jeffrey Magg ioncalda, our current President and Chief Executive Officer and a Class III director, in connection with Mr. Maggioncalda's retirement from those roles, effective as of the Start Date. Mr. Hart, 55, previously served as Chief Operating Officer at Compass, Inc., a real estate technology company, from May 2022 to December 2023 and as Chief Product Officer from April 2020 to April 2022. Prior to that, Mr. Hart held various leadership positions at Amazon, Inc., 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. Mr. Hart holds a B.A. in English Literature from Williams College. Pursuant to the terms of the offer letter agreement with Mr. Hart (the " CEO Offer Letter "), Mr. Hart will receive an initial annual base salary of $590,000 and will be eligible to participate in the Company's annual cash bonus program, with a target bonus opportunity equal to 100% of base salary, subject to performance conditions and approval by the Board. For the 2025 fiscal year, the bonus will be prorated based on the Start Date, and payment will be contingent upon his continued employment through the applicable bonus payment date. As part of Mr. Hart's compensation package, the Leadership, Diversity, Equity, Inclusion and Compensation Committee of the Board recommended, and the Board approved, Mr. Hart to be granted new hire equity awards consisting
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure On January 29, 2025, the Company issued a press release announcing the transition described in Item 5.02 above. A copy of such press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information in Item 7.01 of this Current Report on Form 8-K is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the " Exchange Act ") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press release of the Company dated January 29, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COURSERA, INC. Date: January 29, 2025 By: /s/ Alan B. Cardenas Alan B. Cardenas Senior Vice President, General Counsel, and Secretary