Last year's Say on Pay received only 60.5% support — below the 70% threshold that would normally require a No vote absent responsive action — but Coursera engaged extensively with shareholders and made meaningful changes including redesigning cash bonus metrics, differentiating PSU and cash bonus performance measures, and committing to double the performance-based share of equity from 25% to 50% in 2026; these are substantive responses that address the core concerns raised. The new CEO's total reported pay of approximately $39.4 million is large in absolute terms and reflects a single large new-hire award designed to cover multiple future years, which is a common structure for incoming executives and is composed of 99% variable and at-risk pay — including stock options and performance-based stock options that only pay out if the stock price rises meaningfully — so the pay mix is strongly aligned with shareholder outcomes. While CEO pay exceeds typical benchmarks for a ~$1 billion market-cap company, the front-loaded, predominantly at-risk structure, the rigorous performance conditions attached to the options, the company's genuine engagement with shareholder feedback, and the improvements implemented in the 2025 program collectively support a FOR vote.

Non-audit fees (audit-related fees of $50,000 plus tax fees of $36,000 plus other fees of $2,000 = $88,000) represent approximately 4.1% of audit fees ($2,170,000), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so the tenure trigger cannot fire per policy; Deloitte is a Big 4 firm appropriate for a company of Coursera's size; no material restatements are disclosed.