Sabrina Simmons

About Sabrina L. Simmons

Sabrina L. Simmons, age 61, has served as an independent Class III director of Coursera since February 2020; her current term runs through the 2027 annual meeting. She is Chair of the Audit Committee and designated an “audit committee financial expert.” Simmons is Chief Financial Officer of Petco Health and Wellness Company (Nasdaq: WOOF) since February 2025; previously EVP & CFO of The Gap, Inc. (NYSE: GPS) from 2008–2017, with prior finance leadership roles at Gap, Sygen International PLC, and Levi Strauss & Co. She holds a B.S. in Business Administration (UC Berkeley), an MBA (UCLA), and is an inactive CPA in California .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; not on HRC or Governance Committees .
• Audit Committee expertise and activity: Board deems Simmons an “audit committee financial expert”; Audit Committee met 8 times in 2024 and oversees auditor independence, internal controls, related-party approvals, cybersecurity, earnings guidance, and major financial risk .
• Audit Committee report: Simmons (Chair) signed the 2024 Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K; Deloitte & Touche has been Coursera’s independent auditor since 2013 and was recommended for ratification for 2025 .
• Independence: Board determined 7 of 9 directors are independent, including Simmons; lead independent director is Scott D. Sandell .
• Attendance and engagement: Board met 7 times in 2024; overall attendance was 98% with each director at least 75%; non-management directors hold executive sessions at each regular meeting, presided over by the lead independent director .
• Election & shareholder support: Simmons was elected a Class III director at the May 21, 2024 annual meeting with 93,309,648 votes “For” and 18,388,132 “Withheld” (25,394,660 broker non-votes) .
• Governance policies relevant to investor alignment: prohibitions on hedging, pledging, derivative trading, and short selling; meaningful director stock ownership guidelines; limits on other for‑profit board service . Stock ownership guidelines require non‑employee directors to hold 3x cash retainer within five years .

Committee Summary (Coursera)

Auditor Fees Oversight (Deloitte & Touche)

Fixed Compensation

• Non‑employee director compensation policy (structure): Annual cash retainer plus annual RSU grant targeted at $185,000, valued on the average closing price over the 30 calendar days prior to grant; additional annual retainers for Board Chair and committee service; HRC Committee reviews with independent consultant Compensia .
• RSU vesting for annual grants: vests on earliest of first anniversary, next annual meeting, or change in control, subject to continued service .

Performance Compensation

• Options outstanding: Simmons held stock options covering 150,000 shares as of Dec 31, 2024 (strike price and expiration not disclosed in proxy) .
• Recoupment (clawback) oversight resides with HRC Committee under compensation recoupment policy; specific triggers/enforcement not disclosed in proxy .

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert (SEC definition) designated by the Board; deep CFO and treasury experience across global retailers and prior genetics company CFO .
• Education: B.S. UC Berkeley; MBA UCLA; CPA (CA, inactive) .
• Skills mix: financial reporting, internal controls, auditor oversight, risk management, cybersecurity oversight via audit committee mandate .

Equity Ownership

• Shares outstanding: 161,175,615 as of Feb 28, 2025 (beneficial ownership basis; individual % shown as “*” when <1%) .
• Stock ownership guidelines: non‑employee directors required to hold shares equal to 3x cash retainer within five years; counted shares include direct/beneficial, trust, retirement accounts, and certain entities where voting/dispositive power exists .
• Hedging/pledging: Company prohibits hedging, pledging, derivative trading, and short selling of Coursera stock by directors .

Governance Assessment

• Strengths

  • Chair of a highly active Audit Committee (8 meetings in 2024) with formal responsibilities over auditor independence, internal controls, financial risk, and related‑party approvals; designated audit committee financial expert .
  • Clear independence status, robust governance policies (no hedging/pledging), and stock ownership guidelines aligning director interests with shareholders .
  • Documented Audit Committee report and continuous auditor oversight; stable auditor relationship and transparent fee disclosure .

• Watch Items / Potential RED FLAGS

  • Workload risk: concurrent CFO role at Petco plus Coursera Audit Chair and Columbia board membership may pressure capacity; policy limits other for‑profit board service, but monitoring is prudent .
  • Shareholder sentiment: Say‑on‑pay support decreased at 2025 annual meeting (For: 64,685,561; Against: 42,283,810; Abstain: 232,790), potentially indicating broader investor scrutiny of compensation governance (committee oversight relevance) .
  • No specific related‑party transactions disclosed; Audit Committee is responsible for approvals, and no code waivers have been granted to date—positive, but continued vigilance warranted .

• Signals for Board Effectiveness

  • High overall board attendance (98%) and regular executive sessions led by the lead independent director support active oversight culture .
  • Committee composition expected to remain unchanged post‑Annual Meeting, preserving continuity in audit oversight .

References: