Andrew Ng
CourseraAbout Andrew Y. Ng
Andrew Y. Ng (age 48) is Coursera’s co-founder, non‑independent Chairman of the Board (director since Oct 2011) and a consultant to the company. He is a leading AI and online education figure, formerly founding lead of Google Brain (2011–2012) and Chief Scientist at Baidu (Apr 2017–May 2024). He currently serves as CEO of Landing.AI, Managing General Partner of AI Fund and AI Fund II, leads DeepLearning.AI, and joined Amazon’s board in April 2024. Education: B.S. CMU; M.S. MIT; Ph.D. UC Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coursera | Co‑Founder; Co‑CEO (until 2014) | 2011–2014 | Co‑founded platform; scaled MOOCs |
| Founding lead, Google Brain | 2011–2012 | Initiated large‑scale AI research | |
| Baidu | Chief Scientist | Apr 2017–May 2024 | Led global AI strategy and infrastructure |
| Stanford University | Adjunct/Tenured Faculty, Computer Science | >20 years | Taught foundational ML; launched Stanford MOOC inspiring Coursera |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amazon (NASDAQ: AMZN) | Director | Since Apr 2024 | Public company board seat |
| Landing.AI | CEO | Since Jan 2018 | AI adoption for enterprises |
| AI Fund & AI Fund II | Managing General Partner | Since Jan 2018 | Venture studio building AI companies |
| DeepLearning.AI | Leader | Since Jun 2017 | Provides AI training, including via Coursera |
Board Governance
- Status: Non‑independent director; Chairman of the Board; Class II term expires 2026 .
- Committee memberships: None; Coursera’s Audit, HRC, and Governance committees are fully independent (Ng is not listed on any) .
- Leadership structure: Roles of Board Chair (Ng) and CEO are separated; lead independent director is Scott D. Sandell .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of applicable meetings; overall attendance 98% .
- Executive sessions: Non‑management directors hold regular executive sessions; lead independent director presides .
Fixed Compensation (Director)
| Component | Amount/Structure | 2024 Detail for Andrew Ng |
|---|---|---|
| Annual Cash Retainer | $37,500 base; additional retainers for non‑executive Board Chair/committee service | Fees earned/pd in cash: $57,500 |
| Annual Equity Retainer (RSUs) | Target value $185,000; granted post‑annual meeting; vests by next annual meeting/first anniversary/change‑in‑control | Stock awards (grant‑date fair value): $149,165; 18,669 RSUs outstanding as of 12/31/2024 |
| Meeting fees | Not disclosed | — |
Notes: Non‑employee director compensation policy pays cash + RSU retainers; employee directors receive no director compensation .
Performance Compensation (Director)
- Coursera does not disclose performance‑based equity for directors; annual director RSUs are service‑based (vest on earliest of first anniversary/next annual meeting/change‑in‑control) .
- 2024 award/vesting detail:
- RSUs granted May 22, 2024: 18,669; vest on earlier of May 22, 2025/next annual meeting/change‑in‑control, subject to continued service .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Relationship |
|---|---|---|---|
| Amazon (AMZN) | Public | Director | External public board; tech ecosystem |
| DeepLearning.AI | Private/Partner | Leader/Owner | Coursera hosts courses; revenue share agreement and payments (see Related Party) |
| Landing.AI; AI Fund | Private | CEO; Managing GP | External leadership roles in AI ventures |
Expertise & Qualifications
- Technical expertise: AI/ML pioneer; >200 publications in ML/robotics .
- Education sector impact: Led seminal MOOCs and Coursera’s founding; broad education industry understanding .
- Board skills matrix: Technology and AI; operational leadership; public company governance; finance/accounting listed among group competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components/Notes |
|---|---|---|---|
| Andrew Y. Ng | 7,202,892 | 4.5% | As of Feb 28, 2025; RSUs outstanding 18,669 (12/31/2024) |
Policies impacting alignment:
- Stock ownership guidelines (adopted Mar 2024): non‑employee directors required to hold ≥3× cash retainer within five years; unvested RSUs/options excluded; expected to be in compliance when effective .
- Insider trading policy prohibits hedging, derivatives, short selling, and pledging of Coursera securities .
Fixed/Variable Incentives and Terms (Reference)
| Provision | Detail |
|---|---|
| Director RSU vesting | Vests on earliest of first anniversary of grant, next annual meeting, or change‑in‑control, subject to continued service |
| Additional retainers | Non‑executive Board Chair and committee service retainers (amounts not itemized) |
Related Party Transactions (Conflict Review)
- Hosting Agreement (Oct 2020): Coursera hosts DeepLearning.AI courses; DeepLearning.AI receives 50% of attributable revenue (certain Stanford co‑branded courses pay 60% to Stanford which is subsequently shared with DeepLearning.AI and Stanford); Coursera paid ~$8.4 million to DeepLearning Entities in 2024. RED FLAG: Ongoing material payments to an entity wholly owned/controlled by Ng present potential conflict; Audit Committee oversees related party transactions .
- Consulting Agreement (Jun 2014): Ng serves as a consultant; reimbursable expenses (CEO‑approved) and $1.00 per annum fee. Signal: Formalized role; de minimis cash compensation; still a related arrangement .
Governance Assessment
- Strengths:
- Clear separation of Chair and CEO roles; lead independent director designated to balance non‑independent Chair .
- Committees fully independent with annually reviewed charters and robust responsibilities (risk, cybersecurity, related‑party oversight, HCM, PBC obligations) .
- Strong attendance (98% overall; each director ≥75%) and regular executive sessions of non‑management directors .
- Stock ownership guidelines and strict anti‑hedging/pledging policy enhance alignment and risk control .
- Risks/RED FLAGS:
- Non‑independent Board Chair with significant external operating roles and a material commercial relationship (DeepLearning.AI) creates perceived and actual conflict risks; $8.4M payments in 2024 underscore materiality .
- Multiple external commitments (Amazon board; Landing.AI; AI Fund; DeepLearning.AI) may impact time/attention; require ongoing Governance Committee oversight of limits on for‑profit board service .
- Chair’s consulting status, even at nominal pay, is an additional related arrangement requiring continued Audit Committee scrutiny .
Oversight mitigants include Audit Committee review/approval of related party transactions and Governance Committee monitoring of independence/board service limits; continued transparency on terms and performance metrics for hosted content is advisable .
Appendix: Director Compensation Snapshot (2024)
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $57,500 |
| Stock awards (grant‑date fair value) | $149,165 |
| RSUs outstanding (12/31/2024) | 18,669 |
| Vesting term for 2024 RSUs | Earlier of May 22, 2025/next annual meeting/change‑in‑control |