Carmen Chang
CourseraAbout Carmen Chang
Carmen Chang (age 77) is an independent Class I director of Coursera, Inc., serving since October 2021. She is a Partner and Head of Asia at New Enterprise Associates (NEA), which she joined in 2012, and previously was a partner at a major Silicon Valley law firm where she led the firm’s China practice. She holds a J.D. and a master’s degree in modern Chinese history from Stanford University. She is nominated for re-election in 2025 to serve through the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Major Silicon Valley law firm | Partner; led China practice | Prior to 2012 | Specialized in corporate and securities law; led China practice |
| Tuya Inc. (NYSE: TUYA) | Director | 2016–2022 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New Enterprise Associates (NEA) | Partner; Head of Asia | 2012–present | Focus on building NEA’s global org and Asia portfolio |
| Private company boards (selected) | Director | Current | Moqi Inc.; Blue Ocean Technologies; Cista System; Workera; Transfix; Blue Cheetah Analog Design; Gravel; Woebot Labs; Kira Learning |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Carmen Chang is independent under NYSE rules |
| Board class/term | Class I; term expired at 2025 annual meeting; nominated to serve until 2028 |
| Committees (2024–2025) | Human Resources & Compensation (HRC) – Chair; Nominating & Corporate Governance – Member |
| Committee activity (2024) | HRC met 4x; Governance met 3x; Audit met 8x |
| Attendance | Board met 7x in 2024; each director attended ≥75% of aggregate board/committee meetings; overall attendance 98% |
| Compensation committee interlocks | None disclosed for HRC members (including Chang) in 2024 |
| Stock ownership guidelines | Directors must hold ≥3x annual cash retainer within 5 years (adopted March 2024) |
| Hedging/pledging | Directors prohibited from hedging/derivatives/pledging Coursera stock |
| Clawback | Compensation recoupment policy compliant with NYSE/Rule 10D-1 |
| Say-on-Pay signal | 2024 Say-on-Pay (re 2023 NEO pay) approved with 94% support |
Fixed Compensation
| Year | Fees earned or paid in cash ($) | Stock awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 54,000 | 202,972 | 256,972 |
| 2024 | 57,000 | 149,165 | 206,165 |
Director compensation structure (policy):
- Annual equity retainer: $185,000 in RSUs; vest on the earlier of 1-year from grant, next annual meeting, or change in control; value based on 30-day average closing price before grant .
- Annual cash retainer: $37,500; additional retainers for Board Chair and committee service (amounts not itemized in 2025 proxy) .
- 2023 policy context: cash retainer $35,000; committee chair/member retainers (Audit $20,000/$10,000; LDEIC $15,000/$7,300; Governance $8,000/$4,000) .
Performance Compensation
| Component | Performance metric/structure | 2023–2024 Design |
|---|---|---|
| Director equity | Time-based RSUs; no performance metrics | Annual RSU retainer; no director PSUs/options disclosed |
Coursera’s performance-based awards (e.g., PSUs) are for executives; non-employee director equity is time-based RSUs under the 2021 Plan .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| New Enterprise Associates (NEA) | Investor/VC | Partner; Head of Asia | Entities affiliated with NEA hold Coursera shares (NEA 13 and NEA 17 together ~8.0%); both Chang and director Scott Sandell are managers of NEA 17 GP; registration rights under July 2020 Investors’ Rights Agreement (typical pre-IPO legacy) |
| Tuya Inc. (NYSE: TUYA) | Public | Former Director (2016–2022) | Prior public board experience |
Expertise & Qualifications
- Global growth/Asia markets, technology/AI, workforce skilling, consumer trends; finance; public company governance; operational leadership (as shown in the board skills matrix) .
- Legal background (corporate/securities), NEA leadership since 2012; Stanford J.D./M.A. .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 2,253,709 shares; 1.4% of outstanding as of Feb 28, 2025 |
| Nature of ownership | Includes 2,205,883 shares held by NEA 17; Ms. Chang may be deemed to indirectly beneficially own shares held by NEA 17 |
| RSUs held (12/31/2024) | 18,669 unvested RSUs from the 2024 annual grant (vest at 2025 annual meeting/earlier of stated events), no director options reported for Chang |
| Hedging/pledging | Prohibited for directors under insider trading policy |
| Ownership guidelines | 3x annual cash retainer within 5 years; directors expected to be in compliance as guidelines take effect |
Governance Assessment
- Strengths: Independent director with deep Asia/technology/legal expertise; HRC Chair and Governance member roles place her at the center of executive pay, human capital, and governance oversight; robust attendance norms (board 98% in 2024), independent committees, clawback, and anti-hedging/pledging policies; strong 2024 Say-on-Pay support (94%) bolster investor confidence.
- Alignment: Director pay tilted toward equity (e.g., 2024 stock award $149,165 vs. $57,000 cash; policy targets $185,000 RSU vs. $37,500 cash), plus stock ownership guidelines promote long-term alignment.
- Potential conflicts/considerations: Affiliation with significant shareholder NEA (beneficial holdings via NEA 17, registration rights) and presence of another NEA-affiliated director (Scott Sandell) create perceived interlock risk; mitigants include board independence determinations, related-person transaction policy, and Audit Committee review of related party transactions (no NEA-related cash transactions disclosed for 2024; principal related-party payments in 2024 were to DeepLearning.AI tied to courses associated with the Board Chair, not to NEA).
- Board refreshment/tenure: Board states commitment to periodic refreshment; Chang’s tenure (since 2021) is relatively recent, though age 77 underscores the importance of ongoing refreshment and succession planning.