Coursera, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Coursera, Inc. on January 29, 2025, reporting events occurring on January 24, 2025. The filing announces a significant leadership transition at the executive and board levels.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
- Executive Leadership Change: Gregory Hart has been appointed as President and Chief Executive Officer, effective February 3, 2025.
- Board Composition: Mr. Hart will serve as a Class III director on the Board of Directors.
- Departure: Jeffrey Maggioncalda is retiring from his roles as President, CEO, and Class III director effective February 3, 2025.
Compensation, Outlook, and Risks
Compensation Package for Gregory Hart:
- Base Salary: $590,000 annually.
- Cash Bonus: Target opportunity of 100% of base salary, prorated for 2025 based on the start date.
- Equity Awards:
- Restricted Stock Units (RSUs): Value of $16 million, vesting over four years (25% on first anniversary, remainder quarterly).
- Time-Based Stock Options: Value of $32 million (calculated as $16 million x 2), vesting over four years.
- Performance-Based Stock Options: Value of $12 million (calculated as $6 million x 2), subject to time and market conditions. Market condition requires a 60-day trailing average stock price to exceed 150% of the base stock price.
- Severance Provisions:
- Without Cause/Good Reason (Outside Change in Control): 12 months base salary, 100% target bonus, and 12 months health coverage.
- Without Cause/Good Reason (Within Change in Control): 18 months base salary, 150% target bonus, 18 months health coverage, and full acceleration of time-based equity awards.
Management Commentary: Mr. Hart brings 23 years of experience from Amazon, Inc., including leadership of Prime Video and Amazon Echo, and previously served as COO at Compass, Inc.
Investor Verification Checklist
- Verify the exact grant date and the 30-trading day trailing average stock price to calculate the specific number of RSUs and options issued.
- Review the full text of the CEO Offer Letter (expected in the 2024 Form 10-K) for detailed definitions of "Good Reason," "Without Cause," and "Change in Control."
- Monitor the market-based vesting condition for performance options, specifically the 150% stock price threshold relative to the base price.
- Confirm the transition timeline and any interim operational changes following Mr. Maggioncalda's retirement on February 3, 2025.