Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
Effective as of January 4, 2023, Christopher D. McCarthy was appointed to serve
as a member of the board of directors (the "Board") of Coursera, Inc.
("Coursera"). Mr. McCarthy was designated a Class II director and will stand for
re-election at Coursera's annual meeting of stockholders in 2023. Mr. McCarthy
was also appointed to the nominating and corporate governance committee of the
Board.
Mr. McCarthy currently serves as President/CEO of Showtime/Paramount Media
Networks and MTV Entertainment Studios. Prior to that, McCarthy held various
other leadership positions at Paramount (formerly known as Viacom) and MTV.
Mr. McCarthy holds a B.S. with Honors in Commerce and Engineering from Drexel
University and an M.B.A. from The Wharton School of Business at the University
of Pennsylvania.
Mr. McCarthy will receive compensation for his service as a non-employee
director as described in Coursera's Non-Employee Director Compensation Policy,
as amended from time to time (the "Non-Employee Director Compensation Policy").
Pursuant to the Non-Employee Director Compensation Policy, Mr. McCarthy will
receive an annual cash retainer of $35,000 for service on our Board as well as
an annual grant of restricted stock units having an aggregate fair market value
equal to $185,000, upon the terms set forth in the Non-Employee Director
Compensation Plan. Mr. McCarthy will also receive a restricted stock unit award
valued at four hundred thousand dollars ($400,000), which will vest over a
three-year period, with one-third (1/3) of the award vesting on February 15,
2024, and the remainder of the award vesting in equal quarterly installments
thereafter, subject to his continued service as a director of the Company.
In connection with his appointment as a director, Coursera expects to enter into
its standard form of indemnification agreement with Mr. McCarthy. Mr. McCarthy
has no family relationships with any director, executive officer, or person
nominated or chosen by Coursera to become a director or executive officer of
Coursera. Mr. McCarthy is not a party to any transactions required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Resignation of Director
On January 4, 2023, John Doerr resigned from Coursera's board of directors and
all committees thereof. Mr. Doerr's decision did not reflect any disagreement
with Coursera on any matter relating to Coursera's operations, policies, or
practices.
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