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Here’s something my colleague Mike Melbinger recently blogged on

On March 31, education tech company Coursera went public [IPO] as a Public Benefit Corporation (“PBC”) [NYSE: COUR].  Its shares closed up 36% at $45 (from $33).  Today it is trading around $52, giving Coursera a market cap in excess of $6 billion.  Apparently, there is no shortage of investors or investor confidence for PBCs.

As readers may know, PBCs are a relatively new class of corporations that are intended to produce a public benefit and to operate in a responsible and sustainable manner. Under Delaware law, PBCs are required to identify in their certificate of incorporation the public benefit they will promote, and their directors have a duty to manage the affairs of the corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit identified in the certificate of incorporation.  PBCs are also required to publicly disclose a report that assesses their public benefit performance at least every two years.  The public benefit stated in Coursera’s certificate of incorporation is to provide global access to flexible and affordable high-quality education that supports personal development, career advancement, and economic opportunity.

As to any differences in the structure or goals of Coursera’s incentive compensation programs, the Prospectus filed for the IPO Coursera reports the following

In setting our named executive officers’ base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our named executive officers, individual performance as compared to our expectations and objectives, our desire to motivate our named executive officers to achieve short- and long-term results that are in the best interests of our stockholders, and a long-term commitment to our company.

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The performance criteria applicable to our named executive officers in 2020 included the enrollment of 7,000 global degree learners, the achievement of $242,000,000 in annual revenue, and the achievement of $10,000,000 of cash from new content, each of which is equally weighted for purposes of determining achievement under the plan.

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Stock options are granted to our employees, including our named executive officers, under the Executive Stock Plan and the Non-Executive Plan. RSUs are granted to our employees, including our named executive officers, under the Non-Executive Plan.

Not much different than other public companies it appears.  BTW compensation at a PBC isn’t necessarily below market.  In the Summary Compensation Table of the Prospectus filed for the IPO Coursera reports 2020 total compensation for its CEO of $14.9 million.

Due to space limitations, I will run a follow-up post regarding a publicly traded corporation that converted to a Public Benefit Corporation.

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On April 12, 1861, less than four months after South Carolina had seceded from the Union and Abraham Lincoln’s election as President, Confederate batteries under the command of Brigadier General P.G.T. Beauregard opened fire on Fort Sumter in Charleston, South Carolina and continued firing for 34 straight hours.  Things went downhill from there.

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