Coursera (COUR) Proxy filing summary

Executive summary

• Achieved 9% revenue growth in 2025 to $757.5M, with strong Consumer segment performance and improved profitability metrics.

• Closed a transformational merger with Udemy in May 2026, expanding global reach and innovation capacity.

• Added over 29 million new learners, surpassing 197 million cumulative registered learners by year-end 2025.

• Leadership transition included appointment of a new CEO and CFO, with compensation packages designed to drive long-term value.

• Enhanced focus on AI-driven platform innovation and integration of skills development into workplace tools.

Voting matters and shareholder proposals

• Election of three Class II directors (Christopher D. McCarthy, Andrew Y. Ng, Lydia Paterson) to serve until 2029.

• Advisory approval of executive compensation (Say-on-Pay) for named executive officers.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

Board of directors and corporate governance

• Board reconstituted post-merger to include six Coursera and three Udemy designees, maintaining a majority of independent directors.

• Board divided into three classes with staggered three-year terms; robust director nomination and evaluation processes.

• Committees (Audit, HRC, Governance) composed entirely of independent directors, with annual self-assessments and regular refreshment.

• Separation of CEO and Board Chair roles to enhance independent oversight.