Marcelo Modica
CourseraAbout Marcelo Modica
Marcelo C. Modica is Senior Vice President and Chief People Officer at Coursera (COUR), having joined on August 19, 2024. He is 56 years old and holds a B.A. in psychology from Siena College and an M.A. in organizational psychology from Columbia University . During his tenure period covering 2024, Coursera reported 9% year-over-year revenue growth, its first full year of positive Adjusted EBITDA, and generated strong free cash flow, supported by $95 million in net cash from operating activities and $59 million in free cash flow; 2024 revenue was $694.7 million and GAAP net loss was $79.5 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OneTrust, LLC | Chief People Officer | Jun 2022 – Aug 2024 | Senior HR leadership (CPO) |
| Robinhood Markets, Inc. | Chief People Officer | Dec 2020 – Jun 2022 | Senior HR leadership (CPO) |
| Mercer (consulting firm) | Chief People Officer | Nov 2012 – Oct 2020 | Senior HR leadership (CPO) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Aspiriant, LLC | Director | Since Apr 2022 | Chairs Compensation & People Committee; member, Finance, Audit & Risk Committee |
Fixed Compensation
| Metric (USD) | 2024 | Notes |
|---|---|---|
| Base salary (earned) | $148,485 | Pro-rated for 2024 hire on Aug 19, 2024 |
| Base salary (annualized as of 12/31/2024) | $400,000 | Set at hiring in Aug 2024 |
| Target bonus % of base | 50% | Established at hiring |
| Target bonus (annualized) | $200,000 | Annualized opportunity |
| Actual annual cash bonus payout (2024) | $76,721 | Pro-rated payout at 104% corporate performance |
| Signing bonus | $100,000 | One-time, repayable if departure within 12 months |
Performance Compensation
Annual Cash Bonus Plan (2024 framework and results)
| Metric | Weighting | Threshold (Performance/Payout) | Target (Performance/Payout) | Maximum (Performance/Payout) | Actual Achievement | Actual Payout |
|---|---|---|---|---|---|---|
| Revenue | Equal weight with other metrics | 75% / 50% | 100% / 100% | ≥125% / 150% | 91.9% | 83.8% |
| Adjusted EBITDA | Equal weight with other metrics | 75% / 50% | 100% / 100% | ≥125% / 150% | 122.4% | 144.9% |
| New Student Degree Revenue | Equal weight with other metrics | 75% / 50% | 100% / 100% | ≥125% / 150% | 91.6% | 83.2% |
| Combined payout | — | — | — | — | — | 104.0% |
Modica’s 2024 cash bonus was pro-rated from his Aug 19 start and paid at the 104% combined corporate payout level .
Long-term Equity (2024 cohort)
- PSUs: Introduced in 2024 using one-year revenue target; Modica did not participate due to August 2024 hire .
- RSUs/Options: Granted as new hire awards (see Equity Ownership & Alignment) .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards
| Item | Detail |
|---|---|
| Beneficial ownership (2/28/2025) | “—” shares; indicated as zero beneficially owned; percentage “*” (less than 1%) |
| Unvested RSUs (12/31/2024) | 306,373 units; market value $2,604,171 at $8.50/share |
| Stock options (unexercisable, 12/31/2024) | 612,746 options at $7.81 strike; expiration 9/16/2034 |
| 2024 new hire equity grant value | RSUs $2,392,773 fair value; Options $2,688,729 fair value |
| RSU vesting schedule | 25% on Aug 15, 2025; remaining 75% in 12 substantially equal quarterly installments thereafter, subject to continuous service |
| Option vesting schedule | 25% on Aug 15, 2025; remaining options vest monthly thereafter, subject to continuous service |
Ownership Policies and Restrictions
- Stock ownership guidelines: Other covered executives must hold 1x base salary in shares within 5 years; unexercised options and unvested RSUs do not count; if not yet met by the deadline, must retain at least 50% of net shares from vesting/exercises until compliant .
- Hedging, derivatives, short sales, and pledging of Coursera securities are prohibited; trades allowed only in open windows with preclearance or via Rule 10b5-1 plans .
Employment Terms
Key Arrangements (company-wide plans applicable to Modica unless otherwise noted)
| Term | Outside Change in Control | Within Change in Control Window |
|---|---|---|
| Severance cash | Lump sum = 6 months base salary + 1 additional week per full year of service | Lump sum = (i) 6 months base + 1 week per full year of service + (ii) any earned but unpaid prior-year bonus + (iii) 100% of current target annual bonus pro-rated to the change in control date |
| Health benefits | Company-paid COBRA premiums up to 6 months | Company-paid COBRA premiums up to 6 months |
| Equity vesting | Not accelerated under this provision | Full acceleration of service-based vesting for all outstanding equity; performance-based awards vest only if goals achieved prior to termination, otherwise per award terms |
| Triggers | Termination without cause (outside CIC) | Double trigger: termination without cause or resignation for good reason within 3 months prior to or 12 months after a change in control |
| 280G treatment | Best-net cutback (no gross-up) | Best-net cutback (no gross-up) |
Additional policies:
- Clawback policy compliant with NYSE and Rule 10D-1 for restatements, covering incentive-based compensation for the prior three fiscal years .
- No meaningful executive perquisites; no tax gross-ups; no executive retirement or deferred compensation plans beyond 401(k) match .
Performance & Track Record
- Company 2024 highlights during Modica’s arrival year: 9% revenue growth; first full year of positive Adjusted EBITDA; $95 million net cash from operations and $59 million free cash flow; strengthened cash position and completed a $95 million share repurchase program .
- Pay-versus-performance disclosure shows 2024 revenue of $694.7 million and GAAP net loss of $79.5 million, with TSR disclosure provided in the proxy’s PVP section .
Investment Implications
- Retention risk reduced near-term: Significant new hire equity with 25% cliff on Aug 15, 2025 and remaining monthly/quarterly vesting creates a strong retention tether into 2026; RSUs (306,373) and options (612,746 at $7.81) are unvested until the initial cliff .
- Insider selling pressure: Post-cliff, vesting cadence increases potential for sales; trading is constrained by preclearance/window policy or 10b5-1 plans, and hedging/pledging is prohibited, moderating risk of aggressive monetization tactics .
- Alignment and skin-in-the-game: As of Feb 28, 2025, Modica had no beneficially owned shares; however, substantial unvested equity plus a stock ownership guideline of 1x base salary within 5 years should increase alignment over time; unvested awards do not count toward guidelines and 50% net share retention until compliant applies .
- Pay-for-performance integrity: His 2024 bonus paid at the corporate-level 104% payout (pro-rated), with metrics balanced across revenue, Adjusted EBITDA, and New Student Degree Revenue; he did not receive 2024 PSUs due to hire timing, which limits long-term performance equity linkage until future cycles .
- Change-in-control economics: Double-trigger acceleration of service-based awards and cash severance consistent with market norms could be value-realizing for the executive in a transaction, but is broadly aligned with retention and continuity objectives around strategic events .