Independent
Tenure on this board
3.4 yrs
3 nominees · 3 ballot items.
Election of three Class II directors; non-binding advisory vote to approve named executive officer compensation (Say-on-Pay); ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect three Class II directors (Christopher D. McCarthy, Andrew Y. Ng, and Lydia Paterson) to serve until the 2029 annual meeting.
Advisory approval of the compensation of named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast an advisory (non-binding) vote to approve the company’s executive compensation program as disclosed in the proxy statement, including the CD&A and related tables. Management seeks this approval to validate its compensation philosophy emphasizing pay-for-performance, retention, and alignment with stockholder interests, and to respond to prior say-on-pay feedback. The board recommends a vote FOR, arguing the programs drive long-term value, include performance-based metrics (e.g., Consumer Revenue, Enterprise ACV, Adjusted EBITDA, PSUs), and that changes were made after shareholder engagement (e.g., increased PSU weighting to 50% in 2026, redesigned 2025 bonus metrics). The vote is advisory only but the HRC Committee will consider the outcome in future compensation decisions. Company-specific context includes a 60.5% support in 2025, leadership changes in 2025 with new CEO awards heavily at-risk, and adjustments to address dilution and performance alignment. The rationale addresses governance practices, disclosure, and responsiveness to shareholder concerns.
Ratify Deloitte & Touche LLP as Coursera’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NEA Management Company, LLC | 7.6% | 12,867,769 | $75M |
| 2 | Caledonia (Private) Investments Pty Ltd | 6.8% | 11,459,174 | $67M |
| 3 | Pale Fire Capital SE | 6.2% | 10,511,603 | $61M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 7,275,421 | $42M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 6,346,742 | $37M |
| 6 | MAK CAPITAL ONE LLC | 3.3% | 5,618,749 | $33M |
| 7 | BlackRock, Inc. | 3.3% | 5,609,408 | $33M |
| 8 | BlackRock, Inc. | 3.1% | 5,253,895 | $31M |
| 9 | BAILLIE GIFFORD CO | 2.6% | 4,424,941 | $26M |
| 10 | Creative Planning | 2.5% | 4,302,970 | $25M |
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