Form 4: Coursera Director Scott Sandell Receives Equity Grant, Aligning Interests with Shareholders

Coursera, Inc. Director Scott D. Sandell was granted 21,765 restricted stock units (RSUs) on May 21, 2025, as part of his compensation, aligning his interests with the company's long-term performance.

Summary

• Scott D. Sandell, a Director of Coursera, Inc. (COUR), was granted 21,765 shares of common stock in the form of Restricted Stock Units (RSUs) on May 21, 2025.
• The RSUs were automatically granted the day after Coursera's 2025 Annual Meeting of Stockholders.
• These RSUs will 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, contingent upon continuous service with the issuer through the vesting date.
• Following this transaction, Scott D. Sandell directly beneficially owns 71,970 shares of common stock.
• Additionally, he indirectly beneficially owns 10,661,886 shares through NEA 13 and 2,205,883 shares through NEA 17, disclaiming pecuniary interest in portions where he has none.

Sentiment

Score: 7

Explanation: The sentiment is positive as a director receiving an equity grant aligns their interests with shareholders, indicating continued commitment and confidence in the company's future. This is a standard, positive governance practice.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Scott D. Sandell aligns his financial interests directly with the long-term performance and shareholder value of Coursera, Inc.
• Equity compensation is a standard practice for incentivizing directors and retaining talent, demonstrating a commitment to corporate governance and performance-based rewards.

Negatives

• The document does not contain any explicitly negative information regarding the company's operations or financial health; it is a standard insider transaction report.

Risks

• The value of the RSU grant is dependent on the future stock price of Coursera, Inc., meaning the actual realized value for the director could be lower if the stock price declines.
• Vesting of the RSUs is subject to continuous service, posing a risk of forfeiture if the director's service terminates before the vesting date.

Future Outlook

The RSU grant indicates a future commitment from the director to the company, with the shares vesting on the earlier of May 21, 2026, or the 2026 annual meeting, subject to continuous service. This aligns the director's future compensation with the company's performance over the next year.

Industry Context

The grant of Restricted Stock Units (RSUs) to a director is a common practice in the technology and education sectors, including companies like Coursera, to attract and retain experienced board members. This form of equity compensation aligns the interests of directors with those of shareholders, incentivizing long-term value creation in a competitive industry.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for director compensation is a widely accepted and standard practice across publicly traded companies, particularly in the technology and growth sectors, including peers like Chegg Inc. (CHGG) or Udemy, Inc. (UDMY).
• The vesting schedule, typically over one year for director grants, is consistent with industry norms designed to ensure continued engagement and alignment.
• The grant value, while not explicitly stated in monetary terms at grant, is typical for non-employee director compensation packages, which often include a mix of cash retainers and equity awards.

Corporate Governance

Related Party Transactions

• Scott D. Sandell's indirect beneficial ownership of 10,661,886 shares through NEA 13 and 2,205,883 shares through NEA 17 is disclosed. He is a manager of the general partners for these entities, which is a common structure for venture capital investments and represents a related party relationship. He disclaims beneficial ownership where he has no pecuniary interest.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's interests with shareholders, potentially leading to more focused decision-making aimed at increasing shareholder value.
• Employees: No direct impact on employees is indicated by this specific filing, though director compensation practices are part of overall corporate governance.

Next Steps

• The granted Restricted Stock Units (RSUs) are expected to vest and convert into shares of Coursera common stock on the earlier of May 21, 2026, or the issuer's 2026 annual meeting of stockholders, provided continuous service.

Key Dates

Keywords

Coursera, COUR, Form 4, SEC filing, insider transaction, restricted stock units, RSUs, director compensation, equity grant, beneficial ownership, corporate governance