Form 4: Coursera Appoints Gregory M. Hart as President and CEO, Grants Significant Equity Awards

Gregory M. Hart is appointed President and CEO of Coursera, receiving substantial stock options and restricted stock units as part of his compensation.

Summary

• Gregory M. Hart has been appointed as the President and CEO of Coursera, effective February 3, 2025.
• In connection with his appointment, Mr. Hart received 1,873,171 restricted stock units (RSUs) and options to purchase 5,151,221 shares of Coursera's common stock.
• The stock options are granted at an exercise price of $7.81.
• The RSUs vest over four years, with 25% vesting on February 3, 2026, 6.25% on February 15, 2026, and the remaining 68.75% vesting in equal quarterly installments thereafter, contingent upon continued service.
• 3,746,342 of the options vest over four years, with 25% vesting on February 3, 2026, and the remaining 75% vesting in equal quarterly installments thereafter, contingent upon continued service.
• 1,404,879 of the options vest upon satisfaction of both serviceand market-based vesting conditions.
• The market-based vesting condition is met when the 60-day trailing simple moving average closing price of Coursera's common stock equals or exceeds 150% of the Base Stock Price, which is the 30-day trailing simple moving average closing price as of February 3, 2025.
• The service-based vesting condition for these options is similar to the other options, with vesting occurring over four years.

Sentiment

Score: 7

Explanation: The document is generally positive as it announces a new CEO and grants equity, which signals confidence in the company's future. However, it's a standard SEC filing, so the sentiment is moderately positive.

Positives

• The appointment of a new President and CEO could bring fresh perspectives and strategies to Coursera.
• The equity grants align the new CEO's interests with those of the shareholders, incentivizing him to improve the company's performance.
• The vesting schedules encourage long-term commitment from the CEO.

Risks

• The market-based vesting condition for a portion of the stock options may not be met if Coursera's stock price does not increase significantly.
• The vesting of the equity awards is contingent upon the CEO's continued service, creating a potential risk if he leaves the company before the awards fully vest.

Future Outlook

The document does not contain specific forward-looking statements about Coursera's future performance, but the equity grants suggest an expectation of future growth and value creation under the new CEO's leadership.

Management Comments

• There are no direct quotes from management in this document, but the equity grants indicate confidence in the new CEO's ability to lead the company.

Industry Context

The appointment of a new CEO and the associated equity grants are common practices in the corporate world to incentivize leadership and align their interests with shareholders. This is particularly relevant in the rapidly evolving online education industry where strong leadership is crucial for navigating competitive pressures and technological advancements.

Comparison to Industry Standards

• Equity compensation packages for CEOs in the tech and education sectors often include a mix of stock options and restricted stock units.
• The vesting schedules described are fairly standard, with vesting typically occurring over a period of 4 years.
• The market-based vesting condition is less common but can be used to further incentivize significant stock price appreciation.
• Comparable companies such as 2U, Instructure, or Skillsoft also utilize similar compensation strategies for their executive leadership.

Management Changes

Stakeholder Impact

• Shareholders may view the appointment of a new CEO and the associated equity grants as a positive sign, potentially leading to increased stock value.
• Employees may experience changes in company strategy and culture under the new leadership.
• Customers may benefit from new initiatives and improvements in Coursera's offerings.

Key Dates

Keywords

CEO, Gregory M. Hart, Coursera, Stock Options, Restricted Stock Units, Appointment, Equity, Vesting