Alan Cardenas

About Alan Cardenas

Alan B. Cardenas is Senior Vice President, General Counsel, and Secretary of Coursera, serving in this role since May 2023 after joining the company in September 2021 as Vice President, Deputy General Counsel, and Assistant Corporate Secretary; he is 48 years old as of March 28, 2024 and holds a J.D. from Rutgers University School of Law and a B.A. in History and Political Science from Rutgers University . Prior to Coursera, he led U.S. corporate legal for Siemens Energy and held multiple legal leadership roles at Siemens; he also served as General Counsel and Secretary of the Siemens Foundation and began his career at Debevoise & Plimpton LLP . As performance context, Coursera’s revenue grew from FY 2023 to FY 2024 and EBITDA losses narrowed over the same period, aligning with incentive program metrics that emphasized revenue, Adjusted EBITDA, and new student degree revenue for 2024 bonus payouts .

Coursera performance context (company-level):

Past Roles

External Roles

Fixed Compensation

Notes:

• 2023 salary progression: $334,544 effective Mar 1, 2023 (merit) and $380,000 effective May 24, 2023 (promotion to General Counsel) .

Performance Compensation

Annual Cash Bonus (2024 Executive Incentive Compensation Plan)

• Total bonus payout certified at 104.0% of target for 2024; Cardenas received $208,000 versus $200,000 target .

Equity Grants (2024)

PSU Outcomes and Vesting (2024 grants)

Design features:

• PSUs introduced in 2024 at 25% of annual executive equity mix; RSUs comprised 75%; options used for new hire/promotions (not as annual refresh) .
• PSU performance period is one year (FY 2024 revenue), with four‑year total vesting for earned units to support retention .

Equity Ownership & Alignment

Stock ownership guidelines:

• Adopted March 2024: Other covered executives must hold 1× base salary in Coursera stock within five years from becoming covered (latest by March 2029) .

Hedging/pledging:

• Hedging and pledging of Coursera securities are prohibited for employees and directors; policy also restricts trading during closed periods .

Outstanding Equity Awards at FY-End (as of Dec 31, 2024)

Stock Options (Alan B. Cardenas)

• 2023 promotion awards (RSUs and stock options) vest quarterly over four years, subject to continued employment .

Stock Awards (Unvested RSUs)

PSUs (Unearned/Earned)

Change-in-control PSU treatment:

• If assumed: goals deemed satisfied at target; convert to service‑based RSUs and continue vesting; further acceleration governed by Executive Severance Plan .
• If not assumed: vest in full immediately prior to change-in-control (target or earned, depending on timing) .

Employment Terms

• At‑will employment per offer letters; executive officers eligible under Coursera’s Executive Severance Plan .
• Executive Severance Plan (effective Jan 5, 2021):
  • Outside change-in-control: lump sum equal to 6 months base salary + 1 week per full year of service; 6 months COBRA premiums; release required .
  • Within 3 months before or 12 months after change-in-control and terminated without cause or for good reason: lump sum equals 6 months base salary + 1 week per year + any earned but unpaid prior-year bonus + 100% of current target bonus prorated to change-in-control date; 6 months COBRA; full acceleration of service‑based vesting of all outstanding equity .
  • No 280G/4999 tax gross-ups; cut-down to avoid excise tax if greater after-tax benefit .
• Proprietary Information and Inventions Assignment Agreement executed by NEOs (confidentiality and IP assignment) .
• Clawback policy adopted effective Oct 2, 2023; compliant with NYSE/Rule 10D‑1; recoupment of erroneously awarded incentive pay over prior 3 fiscal years in event of restatement .

Potential Payments upon Termination/Change-in-Control (as of Dec 31, 2024)

Compensation Structure Analysis

• Shift to performance-based equity: PSUs introduced in 2024 and set at 25% of equity mix for continuing NEOs, with revenue as the performance metric; RSUs at 75%; options reserved for new hires/promotions, indicating increased emphasis on measurable outcomes and retention versus pure option leverage .
• Year-over-year cash vs equity: Cardenas’ 2024 stock awards totaled $1,262,617 with no new options, alongside an above-target cash bonus payout; 2023 included RSUs and option awards upon promotion, with cash bonus paid at 82.6% of target (prorated) .
• Ownership and alignment enhancements: Stock ownership guidelines adopted in March 2024 requiring 1× salary for executives within five years; prohibitions on hedging/pledging strengthen alignment and reduce red flags .

Say-on-Pay & Shareholder Feedback

• 2023 Say‑on‑Pay approval: 52%; led to adoption of stock ownership guidelines and introduction of PSUs in 2024 .
• 2024 Say‑on‑Pay approval: 94%, indicating investor support for program changes and pay-for-performance alignment .

Equity Ownership & Alignment Details

• Beneficial ownership increased from 41,339 shares (Feb 2024) to 104,941 shares (Feb 2025), with options exercisable within 60 days expanding from 25,338 to 59,122, reflecting growing skin-in-the-game and vesting progression .
• Upcoming vesting cadence: 2024 PSUs—after Feb 2025 certification, remaining earned units vest in 12 quarterly installments; 2023 promotion RSUs/options vest quarterly over 4 years, creating regular vesting events that can contribute to periodic selling pressure if shares are sold to cover taxes or diversify .
• Pledging/hedging prohibited—reduces alignment risk; ownership guideline compliance status by individual not disclosed .

Employment Terms

• Role start: Senior VP, General Counsel & Secretary since May 2023; at Coursera since September 2021 .
• Contract term: At‑will; Executive Severance Plan auto-renews for successive 3‑year terms unless amended or terminated; if a change-in-control occurs with fewer than 12 months remaining, term extends through 12 months post‑CIC .
• Non-compete/non-solicit: Not specifically disclosed; Plan requires compliance with restrictive covenants to receive benefits .

Investment Implications

• Alignment: Introduction of PSUs and adoption of ownership guidelines signal stronger pay-for-performance and long-term alignment; prohibitions on hedging/pledging reduce governance risk .
• Retention risk: Four-year vesting on RSUs and earned PSUs, plus double-trigger acceleration in CIC, provide retention and transactional protection; severance multiples are modest, within market norms .
• Execution signals: 2024 bonus payout at 104% and PSU payout below target (83.8%) reflect balanced performance—profitability outperformance (Adjusted EBITDA) offsetting revenue shortfall relative to target; this design ties cash pay to operating metrics while equity pay remains sensitive to growth .
• Trading signals: Regular quarterly vesting for RSUs and PSUs beginning post‑Feb 2025 certification may create predictable supply; monitor Form 4 filings for tax‑related sales and diversification patterns given unvested balances and increasing beneficial ownership .