Form 4: Coursera Director Andrew Ng Receives Significant RSU Grant, Bolstering Equity Alignment

Coursera, Inc. Director Andrew Y. Ng was granted 21,765 restricted stock units (RSUs) on May 21, 2025, increasing his beneficial ownership to over 7.2 million shares.

Summary

• Andrew Y. Ng, a Director of Coursera, Inc. (COUR), acquired 21,765 shares of Common Stock through a restricted stock unit (RSU) grant.
• The transaction occurred on May 21, 2025, with the RSUs granted at a price of $0.
• Following this acquisition, Mr. Ng's total beneficial ownership in Coursera, Inc. stands at 7,243,326 shares.
• The RSUs were automatically granted the day after the issuer's 2025 Annual Meeting of Stockholders.
• These RSUs are scheduled to fully vest and convert into shares of common stock on the earlier of May 21, 2026, and the issuer's 2026 annual meeting of stockholders, contingent on Mr. Ng's continuous service with the issuer through the applicable vesting date.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to a director is a positive indicator of continued commitment and aligns the director's interests with long-term shareholder value, representing a standard and beneficial practice in corporate governance.

Positives

• The grant of restricted stock units (RSUs) to a key director like Andrew Y. Ng increases his equity stake, further aligning his interests with those of long-term shareholders.
• Equity compensation at a $0 price is a standard method for retaining and incentivizing directors, indicating continued commitment to the company's future performance.

Negatives

• The transaction does not represent an immediate cash inflow for the director, as it is a grant of non-cash restricted stock units.

Risks

• The vesting of the 21,765 restricted stock units is contingent upon Andrew Y. Ng's continuous service with Coursera, Inc. through the vesting date, meaning the shares could be forfeited if his service ceases prematurely.

Future Outlook

The 21,765 restricted stock units granted to Director Andrew Y. Ng are expected to fully vest and convert into shares of Coursera's common stock on the earlier of May 21, 2026, or the issuer's 2026 annual meeting of stockholders, provided he maintains continuous service.

Industry Context

Equity compensation, particularly through restricted stock unit (RSU) grants, is a prevalent practice across the technology and education technology sectors. This method is widely adopted to attract, retain, and incentivize key personnel, including directors, by aligning their financial interests with the long-term performance and growth of the company.

Comparison to Industry Standards

• The grant of RSUs to a director is a standard form of non-cash compensation in publicly traded companies, especially within the technology and ed-tech industries.
• Companies such as Udemy (UDMY) or Chegg (CHGG), which operate in similar educational technology spaces, commonly utilize RSU grants as part of their director compensation packages to foster long-term commitment and align interests with shareholders.
• While the specific value of the grant would typically be benchmarked against peer companies' director compensation, this document does not provide comparative data to assess if the amount is above, below, or in line with industry averages for similar roles and company sizes.

Corporate Governance

Stakeholder Impact

• Shareholders: The increased equity ownership by a director further aligns his interests with those of the shareholders, potentially leading to decisions that prioritize long-term value creation.
• Employees: No direct impact on employees is mentioned in this filing.

Next Steps

• Vesting of the 21,765 restricted stock units on the earlier of May 21, 2026, or Coursera's 2026 annual meeting of stockholders, subject to continuous service.

Key Dates

Recommendation

Keywords

Coursera, COUR, Andrew Ng, Form 4, SEC filing, Restricted Stock Units, RSU, Director compensation, Insider ownership, Equity grant, Corporate governance