Scott Sandell
CourseraAbout Scott D. Sandell
Scott D. Sandell (age 60) has served on Coursera’s Board since December 2011 and is the Board’s Lead Independent Director. He is Executive Chairman and Chief Investment Officer of NEA (Executive Chairman since April 2024; CIO since April 2023), and previously served as NEA’s CEO/Chairman (April 2023–April 2024), Managing General Partner (April 2017–April 2024), Co-Managing General Partner (March 2015–April 2017), and General Partner since 2000. He holds an A.B. in Engineering from Dartmouth and an M.B.A. from Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Enterprise Associates (NEA) | Executive Chairman | Apr 2024–present | Leads firm; technology investing expertise |
| New Enterprise Associates (NEA) | Chief Investment Officer | Apr 2023–present | Oversight of investment strategy |
| New Enterprise Associates (NEA) | CEO & Chairman | Apr 2023–Apr 2024 | Firm leadership |
| New Enterprise Associates (NEA) | Managing General Partner | Apr 2017–Apr 2024 | Led technology investing practice |
| New Enterprise Associates (NEA) | Co-Managing General Partner | Mar 2015–Apr 2017 | Co-led firm management |
| New Enterprise Associates (NEA) | General Partner | Sep 2000–present | Senior investing role |
| Coursera Board | Director; Lead Independent Director | Dec 2011–present | Lead independent director responsibilities; HRC member |
| Stanford University | Adjunct Lecturer | Current | Academic engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cloudflare, Inc. (NYSE: NET) | Lead Independent Director | Current | Public company board leadership |
| Robinhood Markets, Inc. (NASDAQ: HOOD) | Director | Jun 2016–May 2022 | Prior public board |
| Tuya Inc. (NYSE: TUYA) | Director | Apr 2018–Jun 2022 | Prior public board |
| Bloom Energy Corporation (NYSE: BE) | Director | Aug 2003–May 2022 | Prior public board |
| National Venture Capital Association (NVCA) | Involved; Founding director of Venture Forward | Current | Industry nonprofit engagement |
Board Governance
| Attribute | Detail |
|---|---|
| Board structure | Three classes; staggered three-year terms |
| Sandell’s class/term | Class I; term expiring at 2025 Annual Meeting |
| Independence | Independent director; Lead Independent Director |
| Committee assignments | Human Resources & Compensation (HRC) Committee – Member |
| Lead Independent Director role | Presides over executive sessions; liaison between Chair/CEO and independent directors; may call meetings of independent directors/Board |
| Board meetings & attendance | Board met 7 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; overall attendance 98% |
| Executive sessions | Held in connection with each regularly scheduled Board meeting; presided by lead independent director |
Fixed Compensation
| Policy Element | 2025 Proxy Framework | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $37,500 (paid quarterly) | |
| Annual equity retainer (non-employee directors) | RSUs targeted at $185,000 grant-date value | |
| Vesting (annual RSUs) | Earliest of 1 year, next Annual Meeting, or change-in-control | |
| Additional retainers | Non-executive Chair and committee service retainers (amounts not specified in 2025 proxy) |
| 2024 Director Compensation (Sandell) | Amount ($) |
|---|---|
| Fees earned or paid in cash | $45,000 |
| Stock awards (grant-date fair value) | $149,165 |
| Total | $194,165 |
| 2023 Director Cash Policy | Chair ($) | Member ($) |
|---|---|---|
| Board annual cash retainer | $35,000 | — |
| Non-executive Chair (additional) | $15,000 | — |
| Audit Committee | $20,000 | $10,000 |
| LDEIC (Compensation) Committee | $15,000 | $7,300 |
| Nominating & Corporate Governance Committee | $8,000 | $4,000 |
Performance Compensation
| Equity Award | Grant specifics | Vesting | Performance metrics |
|---|---|---|---|
| Annual RSU grant (May 22, 2024) | 18,669 RSUs to each non-employee director, including Sandell | Vests on the earlier of May 22, 2025 (Annual Meeting), the day of the Annual Meeting, or change-in-control; service-based | None disclosed for directors; awards are time-based (no TSR/financial metrics) |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| NEA affiliation | Sandell is a manager of NEA 13 GP (general partner of NEA 13) and a manager of NEA 17 GP (general partner of NEA 17); Carmen Chang is also a manager of NEA 17 GP |
| 5% stockholder linkage | Entities affiliated with NEA collectively beneficially own shares of Coursera (NEA 13: 10,661,886; NEA 17: 2,205,883 as of Feb 14, 2024), with managers sharing voting/dispositive power |
| Investors’ Rights Agreement | Coursera entered into an Amended and Restated Investors’ Rights Agreement in July 2020 with certain holders, including NEA-affiliated entities (with which Sandell and Chang are affiliated), providing registration rights |
Implication: Dual NEA-affiliated directors (Sandell, Chang) plus NEA’s significant ownership/registration rights increase influence concentration; mitigation includes independent Board committees and Audit Committee oversight of related party transactions .
Expertise & Qualifications
- Venture capital leadership and public company board experience; led NEA’s technology investing practice for 10 years .
- Education: A.B. Engineering (Dartmouth); M.B.A. Stanford GSB .
- Current external board leadership: Lead Independent Director at Cloudflare .
Equity Ownership
| Owner | Shares Beneficially Owned (#) | % of Outstanding | Notes |
|---|---|---|---|
| Scott D. Sandell | 12,899,305 | 8.0% | Beneficial ownership includes shares held by NEA 13 (10,661,886) and NEA 17 (2,205,883); managers share voting/dispositive power |
| RSUs held (as of Dec 31, 2024) | 18,669 | — | 2024 annual RSU grant unvested at year-end |
| Options held (as of Dec 31, 2024) | None listed for Sandell | — | Options column blank for Sandell |
| Stock ownership guidelines | Non-employee directors: 3x cash retainer within 5 years; unvested RSUs/options do not count; expected to be in compliance when effective | ||
| Hedging/pledging | Prohibited under insider trading policy (includes derivatives, hedging, monetization, pledging) |
Board Governance
| Committee | Membership | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit Committee | Simmons (Chair), Clark, Mitchell | 8 | ICFR, auditors, earnings, cybersecurity, related party transactions, risk |
| HRC Committee | Chang (Chair), Muigai, Sandell | 4 | Executive comp, equity plans, human capital, director comp, clawback, say-on-pay |
| Governance Committee | Mitchell (Chair), Chang, McCarthy | 3 | Board composition, self-assessments, governance docs, PBC obligations, succession, ownership guidelines |
- Governance practices include 78% independent directors, regular executive sessions, stock ownership guidelines, limits on other for-profit board service, and prohibition on hedging/pledging .
Fixed Compensation (Structure vs. Actuals for Sandell)
| Component | Structure | Actual (2024) |
|---|---|---|
| Cash | Base cash retainer ($37,500 in 2025 framework; $35,000 in 2023 policy) plus committee retainers | $45,000 fees earned |
| Equity | RSUs targeted at $185,000 annually; grant sized to 30-day average share price | $149,165 grant-date fair value; 18,669 RSUs granted May 22, 2024 |
Compensation Committee Analysis
- HRC committee uses an independent consultant (Compensia), which the HRC assessed as independent with no conflicts; advisor attends HRC meetings and provides peer benchmarking and market input .
- Compensation committee interlocks: none; members (including Sandell) have never been Coursera executives; no reciprocal committee/board interlocks with entities where Coursera executives serve .
Related Party Transactions (Conflict Monitoring)
- NEA Investors’ Rights Agreement: Registration rights for NEA-affiliated holders (Sandell and Chang affiliations noted) .
- DeepLearning.AI Hosting Agreement: Payments of ~$8.4 million in 2024 to entities wholly owned by Board Chair Andrew Ng for AI courses hosted on Coursera; Audit Committee reviews related party transactions .
Governance Assessment
- Strengths: Lead Independent Director structure with clear authority; independent committees; robust self-assessments; prohibition on hedging/pledging; director stock ownership guidelines; high meeting attendance; independent compensation advisor .
- Alignment: Sandell’s significant beneficial ownership (~8.0%) via NEA aligns interests with shareholders; annual director RSUs and ownership guidelines support alignment .
- Potential Conflicts: Dual NEA affiliations (Sandell, Chang) and NEA’s registration rights warrant attention; oversight mitigants include Audit Committee review of related party transactions and majority-independent Board .
- Attendance/Engagement: Board met 7 times in 2024; each director attended ≥75% of Board/committee meetings; overall attendance 98%; executive sessions at each meeting presided by Sandell as Lead Independent Director .
- RED FLAGS to monitor: Concentration of influence via NEA; ongoing related party payments to entities tied to Board Chair (non-Sandell), though reviewed under policy; leadership transitions (CEO departure Feb 2025) increase oversight demands on HRC and Lead Independent Director .