Theodore Mitchell
CourseraAbout Theodore R. Mitchell
Independent director of Coursera since May 2020; age 69. President of the American Council on Education (ACE) since September 2017, formerly U.S. Under Secretary of Education (May 2014–Jan 2017). Holds a B.A. and Ph.D. in Education from Stanford University. Brings extensive leadership experience in education, business, and public policy to Coursera’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Education | Under Secretary | May 2014–Jan 2017 | Led all post-secondary/adult education policy and oversaw $1.3T Federal Student Aid portfolio |
| American Council on Education (ACE) | President | Sep 2017–present | National higher education leadership; ACE provides course credit recommendations widely used in industry |
| NewSchools Venture Fund | CEO | Jun 2005–May 2014 | National investor in ed-tech |
| California State Board of Education | President | Not disclosed | State policy leadership |
| Occidental College | President | Not disclosed | Institutional leadership |
| UCLA | Vice Chancellor; various leadership roles | Not disclosed | University administration |
| Stanford University | Deputy to President/Provost | Not disclosed | Senior administrative leadership |
| Dartmouth College | Professor; Chair, Dept. of Education | Not disclosed | Academic leadership |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| TIAA | Board member | Current | Private | Financial services |
| Occidental College | Board member | Current | Private/non-profit | Education |
| Khan Academy | Board member | Current | Non-profit | Education technology |
| Education Quality Outcomes Standards Board | Board member | Current | Non-profit | Outcomes standards |
| Jack Kent Cooke Foundation | Board member | Current | Non-profit | Scholarships |
| Credential Engine | Board member | Current | Non-profit | Credentials data |
| The McClatchy Company (PNK: MNIQQ) | Director | May 2017–Aug 2020 | Public (OTC) | Media |
| Frontline Ltd. (NYSE: FRO) | Director | Apr 2017–Aug 2018 | Public | Shipping |
Board Governance
- Board/committee roles: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee; Independent director .
- Committee activity: Audit met 8x (Audit chair is “audit committee financial expert” Sabrina L. Simmons); Governance met 3x; HRC met 4x .
- Attendance: Board met 7x; each director attended at least 75% of meetings; overall attendance was 98% .
- Independence: 7 of 9 directors are independent (including Mitchell); no family relationships among directors/executives .
- Leadership structure: Separate Chair (Andrew Y. Ng) and CEO (Gregory M. Hart); Lead Independent Director (Scott D. Sandell) presides over executive sessions .
- Ownership/Trading policies: Stock ownership guidelines (directors: 3× cash retainer within five years); unvested RSUs/options do not count; strict prohibitions on hedging/pledging/derivatives/short sales .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Awards (RSUs) – Grant Date Fair Value ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 56,500 | 149,165 | 205,665 | Annual director compensation policy: $37,500 cash retainer + $185,000 target equity retainer in RSUs; additional retainers for committee service/chair roles; RSUs valued using 30-day avg close price; vest at next annual meeting/1st anniversary/CoC |
RSU grant details (2024): 18,669 RSUs granted May 22, 2024 to non-employee directors; vest on the earlier of May 22, 2025 annual meeting or change in control, subject to service .
Performance Compensation
- None disclosed for non-employee directors; Coursera’s director equity grants are time-based RSUs tied to service, not performance metrics .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public company boards | Past: The McClatchy Company (PNK: MNIQQ) 2017–2020; Frontline Ltd. (NYSE: FRO) 2017–2018 |
| Potential interlocks/conflicts | As ACE President, ACE provides credit recommendations for industry micro-credentials on Coursera’s platform, indicating ecosystem ties; no related-party transaction with ACE disclosed in the proxy . |
Expertise & Qualifications
- Education policy and leadership across federal, state, and university systems; described by Coursera as bringing extensive experience in education, business, and public policy .
- Audit committee membership implies financial literacy under NYSE requirements; audit committee financial expert is Simmons (chair) .
Equity Ownership
| Instrument | Quantity (#) | Vesting/Terms |
|---|---|---|
| Stock Options | 150,000 | Terms not itemized in director table (options outstanding as of 12/31/2024) |
| RSUs (Unvested) | 18,669 | 2024 annual grant; vest earliest of May 22, 2025 annual meeting, 1-year anniversary, or change in control; service-based |
Policy highlights:
- Stock ownership guidelines for directors: 3× cash retainer within five years; unvested awards don’t count; expected to be in compliance when effective .
- Hedging/pledging prohibited under insider trading policy .
Governance Assessment
- Strengths: Independent director with deep education-sector expertise; Governance Committee Chair (strong influence on board composition, assessments, succession planning, PBC oversight); Audit Committee member, enhancing oversight of controls, cybersecurity, and related-party reviews . Coursera exhibits strong governance practices (mandatory resignation policy if votes withheld exceed “for,” regular executive sessions, high attendance) and robust ownership/insider trading policies .
- Compensation alignment: Director pay structure relies on modest cash retainers plus time-based RSUs, consistent with market and independence; 2024 pay appears standard with incremental cash for committee chair responsibilities .
- Signals from shareholder feedback: Say-on-Pay for executives approved at 94% in 2024, suggesting general investor support for compensation governance framework; while not director-specific, it reflects positive sentiment on governance/comp practices .
- Potential RED FLAGS to monitor: Ecosystem linkage via ACE credit recommendations alongside Mitchell’s ACE presidency (no RPT disclosed; monitor for perceived conflicts and recusal practices where relevant) . No hedging/pledging permitted; no director-specific attendance issues disclosed; no related-party transactions involving Mitchell disclosed .
Committee Assignments and Activity
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 3 | Board/committee self-assessments; governance documents; PBC obligations; board/committee composition; CEO succession; stock ownership guidelines |
| Audit | Member | 8 | Auditor oversight; internal controls; financial reporting; earnings releases/guidance; cybersecurity/information security; related-party transactions; major financial risk; compliance |
Director Compensation (Detail)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $37,500 (paid quarterly; pro-rated) |
| Annual equity retainer | Target $185,000 in RSUs; 30-day avg price used; vest at next annual meeting/1-year/CoC |
| 2024 paid (Mitchell) | $56,500 cash; $149,165 grant date fair value RSUs; $205,665 total |
| Initial appointment equity | RSU award vests 33% after 1 year; remainder quarterly over 8 quarters |
| Meeting/committee fees | Additional annual retainers for non-executive chair and committee roles (amounts not itemized) |
Related-Party Transactions (Context)
- NEA affiliates (directors Sandell and Chang) party to Investors’ Rights Agreement from 2020; DeepLearning.AI (wholly owned by Board Chair Andrew Ng) receives revenue share under hosting agreement (~$8.4M paid in 2024). No related-party transactions disclosed involving Theodore Mitchell .
Compensation Committee Analysis (Framework)
- HRC Committee consists solely of independent directors; uses independent consultant (Compensia); no interlocks with Coursera executives; conducts annual risk assessments; oversees clawback compliance and peer-group benchmarking .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay on executive compensation received 94% support; stockholder engagement informs governance and compensation changes (e.g., stock ownership guidelines adopted in 2024) .
Summary Governance View
- Mitchell’s governance role as Governance Chair and Audit member supports board effectiveness, oversight rigor, and alignment with stakeholder interests. Potential perceived conflict via ACE-credit ecosystem link is disclosed only indirectly (ACE recommendations); with no RPTs reported, oversight resides with Audit/Related Party policy. High overall board attendance, independent-majority structure, and strong trading/ownership policies bolster investor confidence .