UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
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 hereunto duly authorized.
| COURSERA,INC. | ||||
| Date: January 9, 2023 | By | /s/ Alan B. Cardenas | ||
| Alan B. Cardenas | ||||
| Vice President, Deputy General Counsel and Assistant Corporate Secretary | ||||