coin-20250425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant x			Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material under §240.14a-12

COINBASE GLOBAL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


TABLE OF CONTENTS

Notice of 2025 Annual Meeting of Stockholders

April 25, 2025

Dear Stockholders:

We invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Coinbase Global, Inc., a Delaware corporation, which will be held virtually on Wednesday, June 18, 2025 at 11:00 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/COIN2025, where you will be able to listen to the meeting live and vote your shares online during the meeting, just as you could at an in-person meeting. We believe that a virtual stockholder meeting is aligned with our values as a remote-first company and enables participation from our global community.

We will hold the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement (the “Proxy Statement”):

1.To elect Brian Armstrong, Marc L. Andreessen, Paul Clement, Christa Davies, Frederick Ernest Ehrsam III, Kelly A. Kramer, Chis Lehane, Tobias Lütke, Gokul Rajaram, and Fred Wilson to serve until our 2026 annual meeting of stockholders or until such director’s successor is duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

3.To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers as disclosed in the Proxy Statement.

We will also consider any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof. At this time, we are not aware of any other matters to be submitted for consideration at the Annual Meeting.

Our Board of Directors has fixed the close of business on April 21, 2025 as the record date for the Annual Meeting. Only stockholders of record on April 21, 2025 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available upon request for examination for ten (10) days prior to the Annual Meeting by contacting us via email at investor@coinbase.com. Further information regarding voting rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the Proxy Statement.

The Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) is first being mailed on or about April 25, 2025 to all stockholders entitled to vote at the Annual Meeting. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials to attend the Annual Meeting.

Every stockholder vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by internet, telephone or mail to ensure your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the Annual Meeting. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. For additional instructions on


TABLE OF CONTENTS

attending the Annual Meeting or voting your shares, please refer to the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” in the Proxy Statement.

Thank you for your ongoing support and continued interest in Coinbase.


By Order of the Board of Directors,



Paul Grewal
Chief Legal Officer & Secretary

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and our Annual Report are available at www.proxyvote.com.


TABLE OF CONTENTS

Proxy Statement for 2025 Annual Meeting of Stockholders

TABLE OF CONTENTS


			Page
PROXY STATEMENT SUMMARY			i
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			1
PROPOSAL NO. 1: ELECTION OF DIRECTORS			19
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20
PROPOSAL NO. 3: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			22
EXECUTIVE OFFICERS			23
EXECUTIVE COMPENSATION			25
COMPENSATION DISCUSSION AND ANALYSIS			25
REPORT OF THE COMPENSATION COMMITTEE			35
COMPENSATION TABLES			36
CEO PAY RATIO			44
PAY VERSUS PERFORMANCE			45
EQUITY COMPENSATION PLAN INFORMATION			49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			50
REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE			54
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			55
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING			56
OTHER MATTERS AND ADDITIONAL INFORMATION			63
APPENDIX A			64


TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. In this Proxy Statement, we refer to Coinbase Global, Inc., a Delaware company, as “Coinbase,” the “Company,” “we,” “us” or “our” and the board of directors of Coinbase as the “Board of Directors.”

Information about our 2025 Annual Meeting of Stockholders

Date and Time: Wednesday, June 18, 2025 at 11:00 a.m. Pacific Time.

Location: The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/COIN2025, where you will be able to listen to the meeting live and vote your shares online during the meeting.

Record Date: April 21, 2025. Holders of our Class A common stock or Class B common stock as of the close of business on the Record Date may vote at the Annual Meeting. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.”

Voting Matters and Board of Directors Recommendations:


Proposals		Board Recommendation	Page Numbers for Additional Information
1	Election of Directors	FOR ALL	19
2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	20
3	Advisory Vote on the Compensation of Named Executive Officers	FOR	22

We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Governance and Board of Directors Highlights

We are committed to sound corporate governance, which strengthens the accountability of our Board of Directors and promotes the long-term interests of our stockholders. The list below highlights some of our corporate governance practices, as discussed further in this Proxy Statement.

•A majority of our directors are independent;

•Our Board of Directors is currently declassified, and directors are elected on an annual basis;

•Our Board of Directors has a Lead Independent Director, who is elected annually, has well-defined rights and responsibilities, and is separate from the Chairman of the Board of Directors;

•All committees of the Board of Directors are 100% composed of independent directors;

•We have comprehensive risk oversight practices, including for cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas;

•Independent directors conduct regular executive sessions;

•Directors have regular access to management and maintain open communication and strong working relationships among themselves; and

•We conduct annual Board of Directors, committee, and individual director self-evaluations.


			i


TABLE OF CONTENTS

Executive Compensation Highlights

Our executive compensation program is designed to focus our executives on the long-term performance of Coinbase. The list below highlights some aspects of our executive compensation program, as discussed further in this Proxy Statement.

•Our program is simple: we offer a competitive base salary, and deploy equity awards that vest over a multi-year period as the primary pay-for-performance and incentive vehicle.

•Our independent compensation consultant advises on executive compensation matters.

•Our executive equity program serves to link our executives’ long-term compensation outcomes to company performance and therefore to the interests of our stockholders over time.

•Risk and exposures are mitigated by strong oversight by our Compensation Committee of the Board of Directors (the “Compensation Committee”).


			ii


TABLE OF CONTENTS

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Coinbase is strongly committed to sound corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue our strategic objectives with a view to enhancing long-term value for our stockholders.

The following table includes information regarding each of the nominees for election to our Board of Directors at the Annual Meeting, including their age, independence, position and length of service on our Board of Directors as of March 31, 2025. In addition, a biographical description for each is set forth below the table.

Name

Age

Independent

Position

Director Since

Brian Armstrong

Chairman of the Board of Directors & Chief Executive Officer

May 2012

Marc L. Andreessen(1)

Director

December 2020

Paul Clement(2)

Director

July 2024

Christa Davies(2)

Director

July 2024

Frederick Ernest Ehrsam III(1)

Director

March 2013

Kelly A. Kramer(2)(3)

Director

December 2020

Chris Lehane

Director

July 2024

Tobias Lütke

Director

February 2022

Gokul Rajaram(1)(3)

Director

August 2020

Fred Wilson(2)(3)

Lead Independent Director

January 2017

(1)Member of the Nominating and Corporate Governance Committee of the Board of Directors (the “Nominating and Corporate Governance Committee”).

(2)Member of the Audit and Compliance Committee of the Board of Directors (the “Audit and Compliance Committee”).

(3)Member of the Compensation Committee.

Nominees for Director


			Brian Armstrong is our co-founder and has served as our Chief Executive Officer and a member of our Board of Directors since our inception in May 2012 and as Chairman of our Board of Directors since February 2021. Before our founding, Mr. Armstrong served as a software engineer at Airbnb, Inc., an online marketplace company, from May 2011 to June 2012. From August 2003 to May 2012, Mr. Armstrong served as the founder and Chief Executive Officer of Universitytutor.com, an online tutoring directory. Mr. Armstrong also previously served as a consultant for the enterprise risk management division at Deloitte & Touche LLP, an accounting and consulting firm, from July 2005 to November 2005. In January 2020, Mr. Armstrong founded ResearchHub Technologies, Inc., a scientific research development platform, where he currently serves as Chief Executive Officer and a member of the board of directors. In December 2021, Mr. Armstrong co-founded NewLimit, Inc., a healthcare research company, where he is an investor and a member of the board of directors. Mr. Armstrong holds a B.A. in Computer Science and Economics and an M.S. in Computer Science from Rice University. We believe Mr. Armstrong is qualified to serve on our Board of Directors because of the historical knowledge, operational expertise, leadership, and continuity that he brings to our Board of Directors as our co-founder and Chief Executive Officer.


			1


TABLE OF CONTENTS


			Marc L. Andreessen has served as a member of our Board of Directors since December 2020. Mr. Andreessen is a co-founder and has been a general partner of Andreessen Horowitz, a venture capital firm, since July 2009. Previously, Mr. Andreessen co-founded and served as the Chairman of the board of directors of Opsware, Inc. (formerly known as Loudcloud Inc.), a software company, from September 1999 until its acquisition by Hewlett-Packard Company, an information technology company, in September 2007. Prior to that time, Mr. Andreessen served as Chief Technology Officer of America Online, Inc., an internet services company, during a portion of 1999. Mr. Andreessen also co-founded Netscape Communications Corporation, a software company, serving in various positions, including Chief Technology Officer and Executive Vice President of Products from April 1994 until it was acquired by America Online in March 1999. Mr. Andreessen has served as a member of the board of directors of Meta Platforms, Inc. (formerly known as Facebook, Inc.), a social technology company, since June 2008, and as a member of the board of directors of Samsara Inc., a connected operations company, since May 2015. Mr. Andreessen also currently serves on the boards of directors of a number of privately held companies. Mr. Andreessen holds a B.S. in Computer Science from the University of Illinois Urbana-Champaign. We believe that Mr. Andreessen is qualified to serve as a member of our Board of Directors because of his extensive leadership and business experience with the venture capital and technology industries, as well as his service on the boards of directors of other privately and publicly held companies.

			Paul Clement has served as a member of our board of directors since July 2024. Since July 2022, Mr. Clement has served as a partner of Clement & Murphy PLLC, a law firm specializing in Supreme Court, appellate, and strategic litigation. From October 2016 to June 2022, Mr. Clement served as a partner at Kirkland & Ellis, LLP, a law firm. From April 2011 to October 2016, Mr. Clement served as a partner at Bancroft, PLLC, a law firm specializing in Supreme Court, appellate, and strategic litigation. From January 2009 to April 2011, Mr. Clement served as a partner at King & Spalding, a law firm. From June 2005 to June 2008, Mr. Clement served as the 43rd Solicitor General of the United States. Mr. Clement holds a B.S.F.S. in International Economics from Georgetown University School of Foreign Service, an M. Phil. in the Politics and Economics of Development from Darwin College, Cambridge, and a J.D. from Harvard Law School. We believe that Mr. Clement is qualified to serve on our Board of Directors because of his extensive experience as a prominent legal expert.

			Christa Davies has served as a member of our board of directors since July 2024. Ms. Davies has served as a Senior Advisor at Aon plc, a global risk management, insurance, and human resources solutions company, since July 2024. From 2007 to July 2024, Ms. Davies served as the Chief Financial Officer and Executive Vice President, Global Finance at Aon. Prior to joining Aon, Ms. Davies spent five years at Microsoft Corporation, most recently as a Corporate Vice President and the Chief Financial Officer of the Platforms & Services Division. Ms. Davies has served on the board of directors of Stripe, Inc., a technology company, since August 2020 and Workday, Inc., an enterprise cloud application company, from 2012 to July 2024. Ms. Davies is a graduate in Mechanical Engineering majoring in Aerospace from the University of Queensland in Australia, and as a Fulbright Scholar, earned her M.B.A. from Harvard University. We believe that Ms. Davies is qualified to serve on our Board of Directors because of her extensive financial expertise and management experience.


			2


TABLE OF CONTENTS


			Frederick Ernest Ehrsam III is our co-founder and has served as a member of our Board of Directors since March 2013. Mr. Ehrsam is co-founder at Paradigm, a crypto-focused investment firm, and served as a Managing Member from June 2018 to October 2023 and as a General Partner since October 2023. Mr. Ehrsam also co-founded Nudge Workbench LLC, a human experience company, and has served as Chief Executive Officer since January 2024. Mr. Ehrsam also currently serves on the board of directors of a number of privately held companies. From November 2012 to January 2017, Mr. Ehrsam served as our President. Prior to our founding, Mr. Ehrsam was a foreign exchange trader at The Goldman Sachs Group, Inc., a multinational investment bank and financial services company, from July 2010 to June 2012. Mr. Ehrsam holds a B.S. in Computer Science and Economics from Duke University. We believe Mr. Ehrsam is qualified to serve on our Board of Directors because of his understanding of the market dynamics and developments within the crypto asset industry as well as the historical knowledge, operational expertise, leadership, and continuity that he brings to our Board of Directors as our co-founder.

			Kelly A. Kramer has served as a member of our Board of Directors since December 2020. From January 2015 to December 2020, Ms. Kramer served as the Executive Vice President & Chief Financial Officer of Cisco Systems, Inc., a worldwide technology company. Prior to that, from January 2012 to January 2015, Ms. Kramer served in various finance roles at Cisco, including Senior Vice President, Corporate Finance and Senior Vice President, Business Technology and Operations Finance. Prior to Cisco, Ms. Kramer served in various finance roles at GE Healthcare Systems, including as Vice President & Chief Financial Officer, as well as in various finance roles at GE Healthcare Diagnostic Imaging and GE Healthcare Biosciences, all divisions of General Electric Company, a multinational conglomerate focusing on aviation, power, renewable energy, and digital industry. Ms. Kramer has served on the board of directors of Gilead Sciences, Inc., a biopharmaceutical company, since August 2016, and on the board of directors of Snowflake Inc., a cloud-data platform company, since January 2020. Ms. Kramer also currently serves on the board of directors of a privately held company. Ms. Kramer holds a B.S. in Mathematics from Purdue University. We believe Ms. Kramer is qualified to serve as a member of our Board of Directors because of her extensive financial expertise and management experience.

			Tobias Lütke has served as a member of our Board of Directors since February 2022. Since September 2004, Mr. Lütke has served as co-founder and director of Shopify, Inc., an e-commerce company, and, since April 2008, has served as its Chief Executive Officer. Mr. Lütke has served as a member of the Meta Advisory Group of Meta Platforms, Inc. (formerly known as Facebook, Inc.), a social technology company, since May 2024. Prior to this, Mr. Lütke served as Shopify’s Chief Technology Officer between September 2004 and April 2008. Mr. Lütke has worked on the core team of the Ruby on Rails, a server-side web application framework, and has created many popular open source libraries such as Active Merchant. We believe Mr. Lütke is qualified to serve on our Board of Directors because of his extensive business and leadership experience within the e-commerce and technology industries.

			Chris Lehane has served as a member of our board of directors since July 2024. Since April 2024, Mr. Lehane has served as the Vice President for Global Affairs of OpenAI, an artificial intelligence company. From March 2022 to April 2024, Mr. Lehane served as the Chief Strategy Officer of Haun Ventures, a venture capital firm. Prior to Haun Ventures, Mr. Lehane served on the executive management team of Airbnb, Inc. and led Airbnb’s global policy and communications work from September 2015 to March 2022. Prior to Airbnb, Mr. Lehane was a co-founder of Fabiani & Lehane from May 2001 to August 2015, a strategic consultancy that advised political, corporate, technology, entertainment, and professional sports clients. In the 1990s, he served in various positions in the administration of President Bill Clinton, including as Press Secretary to Vice President Al Gore and Special Assistant Counsel to President Clinton. Mr. Lehane is a member of the Council on Foreign Relations, Trustee Emeritus of Amherst College and has served on numerous non-profit advisory boards. Mr. Lehane holds a B.A. in History from Amherst College and a J.D. from Harvard Law School. We believe that Mr. Lehane is qualified to serve on our Board of Directors because of his extensive public policy and business experience.


			3


TABLE OF CONTENTS


			Gokul Rajaram has served as a member of our Board of Directors since August 2020. Mr. Rajaram invests in and advises technology companies. From November 2019 to April 2024, Mr. Rajaram served as an executive at DoorDash, Inc., an on-demand prepared food delivery service. From July 2013 to October 2019, Mr. Rajaram held several key positions, including Caviar Lead and Register Lead, at Square, Inc., a financial technology company. Prior to Square, Mr. Rajaram served as Product Director of Ads at Meta Platforms, Inc. (formerly known as Facebook, Inc.), a social media company, from August 2010 to June 2013. Mr. Rajaram was Co-Founder and Chief Executive Officer of Chai Labs Inc., a semantic technology startup company, from December 2007 until it was acquired by Meta in September 2010. From January 2003 to November 2007, Mr. Rajaram served as Product Management Director for Google AdSense, an online advertising company. Mr. Rajaram previously served as a member of the board of directors of RetailMeNot, Inc., a multinational company that maintained a collection of coupon websites, from October 2013 until it was acquired by Harland Clarke Holdings Corp., a payment and marketing services firm, in May 2017. Mr. Rajaram has served as a member of the board of directors of Trade Desk Inc., a global technology company focused on the digital advertising space, since May 2018, and as a member of the board of directors of Pinterest, Inc., an image sharing and social media service, since February 2020. Mr. Rajaram also currently serves on the board of directors of two privately held companies. Mr. Rajaram holds a B. Tech in Computer Science from the Indian Institute of Technology Kanpur, a M.S. in Computer Science from the University of Texas, and an M.B.A. from the MIT Sloan School of Management. We believe Mr. Rajaram is qualified to serve as a member of our Board of Directors because of his extensive experience working with the management teams of a number of privately and publicly held companies and his knowledge and extensive experience with product development.

			Fred Wilson has served as a member of our Board of Directors since January 2017 and as our Lead Independent Director since February 2021. Since June 2003, Mr. Wilson has served as a Partner at Union Square Ventures, a venture capital firm. Mr. Wilson has also served as a Managing Partner at Flatiron Partners, a private investment firm, since June 1996. Mr. Wilson has served as a member of the board of directors of Etsy, Inc., an e-commerce website, since June 2007 and has served as the Chairman of the board of directors of Etsy since October 2014. Mr. Wilson also currently serves on the boards of directors of a number of privately held companies. Mr. Wilson holds a S.B. in Mechanical Engineering from the Massachusetts Institute of Technology and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe Mr. Wilson is qualified to serve as a member of our Board of Directors because of his extensive experience in the crypto market and venture capital industries, his knowledge of technology companies, and his deep understanding of our business and operations as one of our early investors.

Declassification of our Board of Directors

Our restated certificate of incorporation (the “Certificate of Incorporation”) initially established a classified board of directors, divided into three classes with staggered three-year terms. Under the classified board of directors structure, only one class of directors would be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Pursuant to the terms of our Certificate of Incorporation, our Board of Directors remained classified until the date on which the Company certified that Brian Armstrong, the Chairman of our Board of Directors and Chief Executive Officer, and his affiliated entities held a majority of the voting power of all the then-outstanding shares of our capital stock entitled to vote (we refer to such date as a “staggered board end date”). Mr. Armstrong and his affiliated entities became the beneficial owners of over a majority of the voting power of all the then-outstanding shares of our capital stock entitled to vote in May 2021, and as a result, our Board of Directors is currently not classified and all directors are elected for annual terms. If Mr. Armstrong and his affiliated entities cease to hold a majority of the voting power of all the then-outstanding shares of our capital stock entitled to vote, our Board of Directors will revert to being divided in three classes with staggered three-year terms until a subsequent staggered board end date.


			4


TABLE OF CONTENTS

Independence of Directors

Our Class A common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”). The listing rules of Nasdaq generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. However, because Mr. Armstrong controls a majority of our outstanding voting power, we are a “controlled company” under the corporate governance rules of Nasdaq. Therefore, we are not required to have a majority of our Board of Directors be independent, nor are we required to have a compensation committee or an independent nominating function. We have nevertheless opted to have a majority of our Board of Directors be independent and to have a Compensation Committee and Nominating and Corporate Governance Committee comprised of independent directors, as more fully described below.

Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, or be an affiliated person of the listed company or any of its subsidiaries. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of Nasdaq.

Our Board of Directors conducts an annual review of the independence of our directors. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors determined that Marc L. Andreessen, Paul Clement, Christa Davies, Frederick Ernest Ehrsam III, Kelly A. Kramer, Tobias Lütke, Gokul Rajaram, and Fred Wilson, representing eight of our ten director nominees, are “independent directors” as defined under the applicable rules, regulations, and listing standards of Nasdaq and the applicable rules and regulations promulgated by the Securities and Exchange Commission (the “SEC”). There are no family relationships among our directors and executive officers.

Our Board of Directors has also determined that all members of our Audit and Compliance Committee, Compensation Committee, and Nominating and Corporate Governance Committee satisfy the relevant SEC and Nasdaq independence requirements for service on such committees.

Board Leadership Structure and Role of Our Lead Independent Director

Our Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board of Directors and makes such recommendations to our Board of Directors as our Nominating and Corporate Governance Committee deems appropriate. Our Board of Directors believes it is important to have flexibility in selecting the Chairman of the Board of Directors (“Chairman”) and our board leadership structure. Accordingly, our Corporate Governance Policy allows for the positions of Chairman and Chief Executive Officer to be held by the same person. In making these leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of our stockholders.

The Board of Directors believes that it is currently in the best interest of Coinbase and its stockholders for Brian Armstrong to serve in both roles. While our independent directors bring experience, oversight and expertise from outside of our Company, Mr. Armstrong brings Coinbase-specific experience and insight developed from co-founding and leading Coinbase since its inception. Our Board of Directors believes that Mr. Armstrong’s strategic vision for our business, his in-depth knowledge of our platform and


			5


TABLE OF CONTENTS

operations and the crypto industry and his experience as our Chief Executive Officer since 2012 make him well qualified to serve as both our Chairman and Chief Executive Officer.

Our Corporate Governance Policy provides that, when the positions of Chairman and Chief Executive Officer are held by the same person, our Board of Directors will designate a “lead independent director” from among its members that are independent directors (the “Lead Independent Director”). Since February 2021, Fred Wilson has served as our Lead Independent Director. In connection with Mr. Wilson’s appointment as the Lead Independent Director, our Board of Directors considered his demonstrated leadership during his tenure as a member of the Board of Directors. Our Board of Directors annually reevaluates such appointment and following such evaluations, our Board of Directors re-appointed Mr. Wilson as our Lead Independent Director in April 2025.

As our Lead Independent Director, Mr. Wilson’s responsibilities include, among other things:

•coordinating with the Chairman to set the agenda for meetings of the Board of Directors, taking into account input from other independent directors;

•serving as chairman of the Board of Directors meetings when the Chairman is not present;

•facilitating discussion and open dialogue among the independent directors during meetings of the Board of Directors and executive sessions;

•serving as principal liaison between the Chairman and the independent directors;

•consulting with the Chairman regarding the information sent to our Board of Directors in connection with its meetings;

•having the authority to call meetings of our Board of Directors and meetings of the independent directors;

•being available under appropriate circumstances for consultation and direct communication with stockholders and other stakeholders;

•recommending the retention of advisors and consultants who report directly to the Board of Directors;

•providing leadership to our Board of Directors if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict; and

•performing such other functions and responsibilities as requested by our Board of Directors from time to time.

Our Board of Directors believes that the responsibilities assigned to Mr. Wilson as our Lead Independent Director helps ensure a dedicated, independent, and active Board of Directors. Moreover, our Board of Directors believes that the leadership structure of Mr. Wilson serving as our Lead Independent Director and Mr. Armstrong’s combined role of Chairman and Chief Executive Officer creates an appropriate balance, enabling strong leadership while effectively maintaining the Board of Directors’ independence and oversight of management. In particular, this structure capitalizes on the expertise and experience of Messrs. Armstrong and Wilson. It permits Mr. Armstrong to serve as a bridge between our Board of Directors and management, helping both to act with a common purpose and providing critical leadership for executing our strategy and confronting challenges, while Mr. Wilson ensures independence of our Board of Directors from management and, as Lead Independent Director, can call and chair meetings of the independent directors separate from the Chairman. Mr. Armstrong, as the only management director, does not participate in sessions of independent directors, and independent directors meet regularly in executive session without management.


			6


TABLE OF CONTENTS

Board of Directors and Committee Meetings and Attendance

Our Board of Directors and its committees meet regularly throughout the year, and also hold special meetings from time to time. During 2024, our Board of Directors met five times, the Audit and Compliance Committee met eight times, the Compensation Committee met four times, and the Nominating and Corporate Governance Committee met five times.

During 2024, each member of our Board of Directors attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she was a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served, except Messrs. Andreessen and Ehrsam who each attended over 60% of these meetings.

Executive Sessions

The independent directors regularly meet in executive sessions without management to promote open and honest discussion. Our Lead Independent Director, Mr. Wilson, is the presiding director at these meetings.

Committees of Our Board of Directors

Our Board of Directors has established an Audit and Compliance Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our Board of Directors that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. Copies of the charters for each committee are available on our Investor Relations website at investor.coinbase.com. Members serve on these committees until their resignations or until otherwise determined by our Board of Directors.

Audit and Compliance Committee

Our Audit and Compliance Committee is comprised of Mses. Kramer and Davies and Messrs. Clement and Wilson. Ms. Kramer is the chairperson of our Audit and Compliance Committee. Mses. Kramer and Davies and Messrs. Clement and Wilson each meet the requirements for independence under Nasdaq listing standards and SEC rules and regulations. In addition, our Board of Directors has determined that Mses. Kramer and Davies are each an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). This designation does not impose on her any duties, obligations or liabilities that are greater than are generally imposed on members of our Audit and Compliance Committee and our Board of Directors. Each member of our Audit and Compliance Committee is financially literate. Our Audit and Compliance Committee is directly responsible for, among other things:

•selecting a firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;

•ensuring the independence of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

•establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

•considering the adequacy of our internal controls and internal audit function;


			7


TABLE OF CONTENTS

•inquiring about significant risks, reviewing our policies, metrics and incidents for risk assessment and risk management, including cybersecurity and other information technology risks, and assessing the steps management has taken to control these risks;

•reviewing and discussing with management our financial statements and the reports we file with the SEC;

•reviewing and overseeing our policies related to legal compliance risks;

•reviewing and overseeing related party transactions for which review or oversight is required by applicable law or otherwise implicate disclosure requirements; and

•approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

See below for additional information on our Audit and Compliance Committee’s role in risk oversight.

Compensation Committee

Our Compensation Committee is comprised of Ms. Kramer and Messrs. Rajaram and Wilson. Mr. Wilson is the chairperson of our Compensation Committee. The composition of our Compensation Committee meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations, including Rule 10C-1 under the Exchange Act. Each member of this committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. Our Compensation Committee is responsible for, among other things:

•reviewing and approving, or recommending that our Board of Directors approve, the compensation and the terms of any compensatory agreements of our executive officers;

•reviewing and recommending to our Board of Directors the compensation of our directors;

•administering and interpreting our cash- and equity-based compensation plans and programs;

•reviewing with management our organization and people activities, which include, among other things, matters relating to our demographics, talent management and development, employee engagement, retention and attrition, pay equity and diversity and inclusion;

•reviewing and approving the implementation or revision of any compensation recoupment, “clawback” or similar policy;

•reviewing and approving, or making recommendations to our Board of Directors with respect to, incentive compensation and equity plans; and

•establishing our overall compensation strategy.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is comprised of Messrs. Andreessen, Ehrsam, and Rajaram. Mr. Rajaram is the chairperson of our Nominating and Corporate Governance Committee. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under Nasdaq listing standards and SEC rules and regulations. Our Nominating and Corporate Governance Committee is responsible for, among other things:

•identifying, considering and recommending candidates for membership on our Board of Directors;

•recommending directors to serve on board committees;


			8


TABLE OF CONTENTS

•reviewing and making recommendations to our Board of Directors regarding our company policies, including our Corporate Governance Policy;

•reviewing succession plans for senior management positions, including the Chief Executive Officer;

•reviewing and assessing with management corporate responsibility and sustainability, including environmental, social and corporate governance matters of significance to us;

•evaluating, and overseeing the process of evaluating, the performance of our Board of Directors, each committee and individual directors; and

•assisting our Board of Directors on corporate governance matters.

Compensation Committee Interlocks and Insider Participation

None of the current members of our Compensation Committee, or any member that served during the fiscal year ended December 31, 2024, is or has been at any time an officer or employee of our Company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Compensation Committee or our Board of Directors.

Director Qualifications

With the goal of developing a diverse, experienced, and highly qualified Board of Directors, the Nominating and Corporate Governance Committee is responsible for developing and recommending to our Board of Directors the desired qualifications, expertise, and characteristics of members of our Board of Directors, including any specific minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by a committee-recommended nominee for membership on our Board of Directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our Board of Directors to possess.

Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of our Board of Directors from time to time, our Board of Directors has not adopted a specific set of minimum qualifications, qualities, or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory, and Nasdaq listing requirements and the provisions of our Certificate of Incorporation, Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Policy, and charters of the committees of our Board of Directors. In its evaluation of director candidates, our Nominating and Corporate Governance Committee will consider the current size and composition, organization and governance of our Board of Directors, and the needs of our Board of Directors and its committees. In addition, the Nominating and Corporate Governance Committee may take into consideration many other factors including, among other things, a candidate’s independence, integrity, diversity (including with respect to background, viewpoint, and experience), geography, financial skills and other expertise, breadth of experience, knowledge about our business and industry, and ability to devote adequate time and effort to responsibilities of our Board of Directors in the context of its existing composition. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

Through the nomination process, the Nominating and Corporate Governance Committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to our Board of Directors’ overall effectiveness. The brief biographical descriptions of each director set forth above in the section titled “—Nominees for Director” includes a summary of the individual experience, qualifications, attributes


			9


TABLE OF CONTENTS

and skills of each of our directors that led to the conclusion that each director should serve as a member of our Board of Directors at this time.

Nomination to the Board of Directors

Candidates for nomination to our Board of Directors are selected by our Board of Directors based on the recommendation of the Nominating and Corporate Governance Committee in accordance with the committee’s charter, our Certificate of Incorporation, our Bylaws, our Corporate Governance Policy and the criteria approved by our Board of Directors regarding director candidate qualifications. In recommending candidates for nomination, the Nominating and Corporate Governance Committee considers candidates recommended by directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates, as appropriate. In addition, the Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Additional information regarding the process for properly submitting stockholder nominations for candidates for membership on our Board of Directors is set forth in the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?”

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board of Directors, non-management members of our Board of Directors as a group, a committee of our Board of Directors or one or more individual members of our Board of Directors (including our Chairman or Lead Independent Director, if any) may do so by sending written communications via email to secretary@coinbase.com. All stockholder communications we receive that are addressed to our Board of Directors will be reviewed and compiled by our Secretary and provided to the members of our Board of Directors, as appropriate and in accordance with our internal policies. If the correspondence is not addressed to a particular director, such correspondence will be forwarded, depending on the subject matter, to the chairperson of the Audit and Compliance Committee, Compensation Committee or Nominating and Corporate Governance Committee. Sales materials, and abusive, threatening or otherwise inappropriate materials and items unrelated to the duties and responsibilities of our Board of Directors, will not be provided to our directors.

Board of Directors and Committee Self-Evaluations

Throughout the year, our Board of Directors discusses corporate governance practices with management and third-party advisors to ensure that the Board of Directors and its committees follow practices that are optimal for the Company and its stockholders. Our Board of Directors conducts an annual self-evaluation for itself and its committees. As part of this process, members of the Board of Directors assess the performance of the Board of Directors and its committees. The chairperson of our Nominating and Corporate Governance Committee shares feedback received with individual members of the Board of Directors, with the Nominating and Corporate Governance Committee and with the full Board of Directors. Our Board of Directors then reviews and discusses the feedback.

Board Attendance at Annual Meeting of Stockholders

Pursuant to our Corporate Governance Policy, we invite and encourage each member of our Board of Directors to attend our annual meetings of stockholders. Last year, four of the eight directors serving at the time of the 2024 annual meeting of stockholders attended that meeting.


			10


TABLE OF CONTENTS

Our Board of Directors’ Role in Risk Oversight

Our Board of Directors has ultimate responsibility for overseeing our risk assessment and management. Our Board of Directors exercises this oversight responsibility directly and through its committees, which assist in discharging oversight duties and in addressing risks inherent in their respective areas.

With oversight from our Board of Directors, the Audit and Compliance Committee is primarily responsible for assisting our Board of Directors in fulfilling its ultimate oversight responsibilities relating to risk assessment and management. The Audit and Compliance Committee oversees our process and policies for determining risk tolerance and reviews significant risk exposures and management’s strategies for adequately mitigating and managing identified risks.

The Audit and Compliance Committee has established the Enterprise Risk Management Working Group (“ERMWG”), comprising members of our senior management team and other senior leaders, to provide executive oversight of our enterprise risk management program. Legal risks are reported to our Chief Legal Officer, compliance risks are reported to our Chief Compliance Officer, and financial risks (e.g., financial reporting and stability, counterparty and credit risk, market risk, liquidity risk and payments risks) are reported to our Chief Financial Officer. Cybersecurity and related risks are discussed below.

Members of the ERMWG and other members of management provide regular updates to the Audit and Compliance Committee on applicable risks. The Audit and Compliance Committee also regularly receives updates from our management team on any material risks, as well as any incidents with lesser impact potential, and applicable remediation plans and statuses, risk metrics, escalated risk topics and risk assessment findings. We also consult external consultants and other third-party experts and service providers, where considered appropriate, to review our risk program capabilities, help us anticipate risk trends and to assess, test or otherwise assist with aspects of our risk management controls.

These updates are designed to provide timely visibility to our Audit and Compliance Committee about the identification and assessment of key risks, our risk mitigation strategies, and ongoing developments. Our Audit and Compliance Committee reports to our Board of Directors regarding the key risk matters and topics discussed above on a quarterly basis or more frequently as needed.

Further, the Audit and Compliance Committee's oversight of our major financial risk exposures, including our procedures and related policies with respect to financial risk assessment and management, aligns with our disclosure controls and procedures. Our quarterly and annual financial statements and related disclosures are reviewed by our Disclosure Committee, comprised of our Audit and Compliance Committee chairperson, Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer, and leaders across the business who participate in the risk assessment and management practices described above. Only after review by our Disclosure Committee and external auditor are the financial statements and related disclosures reviewed and approved by our Audit and Compliance Committee and our Board of Directors, as applicable, and then filed with the SEC.

The Compensation Committee reviews risks and exposures associated with our compensation plans and programs. The Nominating and Corporate Governance Committee reviews and assesses risks relating to our corporate governance practices, reviews and assesses our performance, risks, controls, and procedures relating to corporate responsibility, reviews the independence of our Board of Directors, and reviews and discusses our Board of Directors’ leadership structure and role in risk oversight. We believe this division of responsibilities is an effective approach for addressing the risks we face and that the leadership structure of our Board of Directors supports this approach.

Personal Data Protection and Cybersecurity Risk Oversight

Securing our key information systems and the personal information and other data of our customers, employees, partners, and other third parties stored on those systems is important to us. We have adopted physical, technological, and administrative controls to support our data security and data governance


			11


TABLE OF CONTENTS

framework, and have a defined procedure for timely incident detection, containment, response, and remediation, including a written security incident response plan. While everyone at our Company plays a part in managing these risks, oversight responsibility is shared by our Board of Directors, Audit and Compliance Committee, and senior management.

As outlined above, the Audit and Compliance Committee has established the ERMWG to provide executive oversight of our enterprise risk management program. The Audit and Compliance Committee receives updates from members of the ERMWG and from other members of management, including our Chief Security Officer (“CSO”) and Chief Information Security Officer (“CISO”), on our cybersecurity risks at its quarterly meetings and reviews metrics about cyber threat response preparedness, program maturity milestones, risk mitigation status, and the current and emerging threat landscape. In addition, management updates the Audit and Compliance Committee, as necessary, regarding any material cybersecurity threats or incidents, as well as any incidents with lesser impact potential.

The Audit and Compliance Committee reports to our Board of Directors regarding key cybersecurity risks, mitigation strategies, and ongoing developments on a quarterly basis or more frequently as needed. Additionally, our Board of Directors receives regular updates from our CSO and CISO on our cyber risk management program and other matters related to our data privacy and cybersecurity approach, including risk mitigations to bolster and enhance our data protection and data governance framework. Members of our Board of Directors receive presentations that include cybersecurity topics and the management of key cybersecurity risks from our CSO and/or CISO as part of the continuing education of our Board of Directors on topics that impact public companies. In addition, our Board of Directors annually reviews and is required to approve our Global Information Security Program Policy and any changes recommended by our CSO.

We also engage external consultants and other third-party security experts and service providers, where considered appropriate, to assess, test or otherwise assist with aspects of our cybersecurity controls and maintain information security risk insurance coverage.

Further, we maintain internal policies that govern our personal data protection practices, and have established protections such as access controls, encryption, data handling requirements, and other cybersecurity safeguards, based on the type of consumer information and its sensitivity, as well as measures designed to prevent unauthorized data use or disclosure. We provide annual privacy and cybersecurity training to all employees, and specialized training for certain teams depending on their role and/or access to certain types of information, such as consumer information. Additionally, we perform rigorous internal vetting of certain third-party partners with whom we may need to share consumer data, such as vendors and service providers. We publish a consumer-facing Privacy Policy on our website and app, which describes the types of consumer information we obtain and how we use it, why we may share information with external parties such as law enforcement and service providers, and how we honor customers’ rights of access, export, rectification, and deletion, among others.

Oversight of Corporate Strategy

Our Board of Directors actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, potential corporate development opportunities and risk management. At its regularly scheduled meetings and throughout the year, our Board of Directors receives information and formal updates from our management and actively engages with the senior leadership team with respect to our corporate strategy. Our Board of Directors’ diverse skill set and experience enhances its ability to support management in the execution and evaluation of our corporate strategy.

Management Succession Planning

Our Board of Directors recognizes that one of its most important duties is its oversight of succession planning for our senior management positions, including our Chief Executive Officer. Our Board of Directors has delegated primary oversight responsibility for succession planning for our senior


			12


TABLE OF CONTENTS

management positions, including our Chief Executive Officer, to the Nominating and Corporate Governance Committee. Our Board of Directors continues to regularly evaluate its succession planning to ensure that we are well-positioned to continue to execute on our corporate strategy. Our succession planning covers identification of internal and external candidates, and professional and leadership plans for internal candidates. The criteria used to assess potential candidates for our senior management positions, including our Chief Executive Officer, includes consideration of strategic vision, organizational and operational needs, competitive challenges, leadership and management potential and emergency situations.

Corporate Governance Policy

Our Board of Directors has adopted a Corporate Governance Policy to encourage effective policy and decision making at both the Board of Directors and management levels. Our Corporate Governance Policy addresses items such as responsibilities for directors, director independence standards, board committee structure and functions and other matters related to the governance of Coinbase. Our Nominating and Corporate Governance Committee reviews the Corporate Governance Policy periodically, and changes are recommended to our Board of Directors as warranted. Our Corporate Governance Policy is available on our Investor Relations website at investor.coinbase.com.

Code of Business Conduct & Ethics

We are committed to the highest standards of legal, honest, and ethical business practices and, accordingly, we have adopted a Code of Business Conduct & Ethics (“Code of Conduct”) that summarizes the ethical standards for all the members of our Board of Directors, officers, employees, consultants, agents, representatives and independent contractors. Our Code of Conduct is available on our Investor Relations website at investor.coinbase.com. We intend to disclose future amendments to certain portions of the Code of Conduct or waivers of such provisions granted to executive officers and directors on the same website, as permitted under applicable rules of Nasdaq and the SEC.

Stock Ownership Guidelines

To further align the interests of our non-employee directors with those of our stockholders and based on a recommendation by our Compensation Committee, our Board of Directors adopted minimum stock ownership guidelines applicable to our non-employee directors. Under our guidelines, each non-employee director is required to accumulate and maintain holdings of our shares with a value equal to or exceeding $350,000 (increased from $250,000 in April 2024) within five years from initially becoming a non-employee director (the “Compliance Date”). If a non-employee director has not met the stock ownership requirement by the Compliance Date, then such non-employee director will be required to retain at least 25% of the total number of shares acquired by such non-employee director following the grant, exercise, or settlement of any equity award, as applicable. As of December 31, 2024, all of our non-employee directors either met the stock ownership requirement or were on track to comply with these stock ownership guidelines by the Compliance Date.

Corporate Responsibility

We believe that corporate responsibility initiatives are important to our business and in creating value for our stockholders and wider stakeholder group. Our Board of Directors and management are committed to these initiatives and believe these efforts will benefit our users, employees, partners and the communities in which we operate, as well as the broader cryptoeconomy.

Social and Ethical Practices

We invest in our employees’ career growth through competitive pay and benefits, as well as development and training. Some highlights of our commitment to our employees’ sense of satisfaction and professional growth include:


			13


TABLE OF CONTENTS

•Competitive pay and benefits. We conduct an annual market review to ensure our compensation remains in line with our competitive compensation philosophy. We have single, transparent pay targets for the vast majority of our roles—eliminating most compensation negotiations—and provide one-year equity grants for the vast majority of employees.

•Employee development and training. We have made meaningful investments in learning and development, including offering an annual learning stipend and in-house crypto learning curriculum. We continuously improve our people programs and practices. We regularly monitor engagement through semi-annual pulse surveys to continuously optimize our culture, employee engagement, risk management, and productivity. We invest in these surveys and associated action planning at the executive level, as we believe our people and culture are key drivers of business success.

Governance

We are committed to sound corporate governance policies and practices demonstrating the highest standards of business ethics. Some highlights of our corporate governance practices include:

•Independent Board of Directors. Eight out of our ten nominees for election to our Board of Directors at the Annual Meeting are independent under the applicable rules, regulations, and listing standards of Nasdaq and the applicable rules and regulations promulgated by the SEC. Moreover, the committees of our Board of Directors are 100% composed of independent directors.

•Lead Independent Director. Our Board of Directors has appointed Mr. Wilson as our Lead Independent Director and assigned Mr. Wilson with a comprehensive scope of responsibilities to help ensure a strong, independent, and active Board of Directors.

•Nominating and Corporate Governance. Our Nominating and Corporate Governance Committee responsibilities include developing, recommending to our Board of Directors, and overseeing our environmental, social, and corporate governance programs as well as assessing with management our performance, risks, controls, and procedures relating to corporate social responsibility.

•Code of Conduct Training Compliance. All employees are required to complete training on, and affirm compliance with, our comprehensive Code of Conduct.

•Declassified Board of Directors. Each member of our Board of Directors currently serves a one-year term and is subject to re-election at the following year’s annual meeting.

•Stock Ownership Requirements. To further align the interests of our non-employee directors with those of our stockholders, our Board of Directors has adopted stock ownership guidelines applicable to our non-employee directors.

Non-Employee Director Compensation Arrangements

Our Compensation Committee, after considering the information, analysis, and recommendation provided by our independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), including data regarding compensation paid to non-employee directors by companies in our compensation peer group (as described in the section titled “Compensation Discussion and Analysis—Our Compensation-Setting Process—Use of Comparative Market Data”), evaluates the appropriate level and form of compensation for non-employee members of our Board of Directors and recommends changes to our director compensation program to our Board of Directors to remain competitive and when appropriate. Our Compensation Committee assessed our non-employee director compensation program in 2024, and, based on input from Semler Brossy and a recommendation from our Compensation Committee, our Board of Directors approved a revision to our non-employee director compensation


			14


TABLE OF CONTENTS

program in April 2024, which included an increase in the Annual Award (as defined below) from $300,000 to $325,000 and included the provision of an Additional Annual Award (as defined below) of $45,000 for service as Lead Independent Director. We do not pay management directors for service on our Board of Directors. Moreover, certain of our non-employee directors have waived receipt of compensation under our non-employee director compensation program. Our current non-employee director compensation program is described below.

Non-Employee Director Equity Compensation

Each non-employee director was entitled to receive restricted stock units (“RSUs”) under our 2021 Equity Incentive Plan (the “2021 Plan”) during 2024, as follows:

Initial Appointment RSU Grant. Each new non-employee director appointed to our Board of Directors will be granted RSUs (the “Initial Award”) on the date of his or her appointment with an aggregate value of $550,000 (the “Initial Award Amount”). The Initial Award is automatically granted on the date of the non-employee director’s appointment to the Board of Directors (the “Initial Award Grant Date”) unless receipt of the Initial Award has been previously waived by such non-employee director. The number of RSUs granted subject to the Initial Award is calculated by dividing the Initial Award Amount by the closing price of our Class A common stock on Nasdaq on the date of grant, rounding down to the nearest whole share. An Initial Award vests over three years pursuant to the following schedule: one-third of the total number of shares subject to the Initial Award vests on each annual anniversary of the first vesting date that follows the Initial Award Grant Date (either February 20th, May 20th, August 20th, or November 20th), in each case, so long as the non-employee director continues to provide services to the Company through such date.

Annual RSU Grant. On the date of each annual meeting of stockholders (or earlier as provided for below) each non-employee director who is serving on the Board of Directors prior to, and will continue to serve on the Board of Directors following, the date of such annual meeting of stockholders will automatically be granted RSUs (the “Annual Award”) with an aggregate value of $300,000 (increased to $325,000 effective April 18, 2024) (the “Annual Award Amount”) unless receipt of the Annual Award has been previously waived by such non-employee director. An Annual Award is automatically granted on the date of the annual meeting of stockholders; provided however, for each non-employee director who is appointed to the Board of Directors not in connection with an annual meeting of stockholders, the first Annual Award is automatically granted on the date of such director’s appointment to the Board of Directors (the “Annual Award Grant Date”). The number of RSUs granted subject to the Annual Award is calculated by dividing the Annual Award Amount by the closing price of our Class A common stock on Nasdaq on the date of grant, rounding down to the nearest whole share. For a non-employee director appointed on a date other than the date of an annual meeting of stockholders, the Annual Award will be reduced such that the amount is proportional (using a year of 365 days) to the number of days between the date of such non-employee director’s appointment and (i) the date of the first annual meeting of stockholders following the Annual Award Grant Date, or, (ii) to the extent that the Company has not determined the date of the next annual meeting of stockholders on or before the Annual Award Grant Date, then the one-year anniversary of the most recently completed annual meeting of stockholders. Each Annual Award vests on the earlier of the date that is one year following the Annual Award Grant Date or the date of the next annual meeting of stockholders following the Annual Award Grant Date, so long as the non-employee director continues to provide services to the Company through such date.

Additional RSU Grant for Lead Independent Director and Committee Service. Each non-employee director who is serving on the Board of Directors prior to, and who will continue to serve on the Board of Directors following, the date of an annual meeting of stockholders (or earlier as provided for below) will automatically be granted RSUs with an aggregate value of the dollar amount set forth below for which he or she is eligible based on roles served (which we refer to as the “Additional Annual Award” and, together with the Initial Award and the Annual Award, the “Director RSU Awards”) unless receipt of the Additional Annual Award has been previously waived by such non-employee director:


			15


TABLE OF CONTENTS

Committee Chairperson Service Fee (not in addition to Non-Chairperson Committee Member Service Fee set forth below):

•Audit and Compliance Committee chairperson: $35,000

•Compensation Committee chairperson: $25,000

•Nominating and Corporate Governance Committee chairperson: $25,000

Non-Chairperson Committee Member Service Fee (not in addition to the Committee Chairperson Service Fee):

•Audit and Compliance Committee member: $20,000

•Compensation Committee member: $15,000

•Nominating and Corporate Governance Committee member: $15,000

Lead Independent Director Service Fee: $45,000

Each Additional Annual Award is automatically granted on the date of an annual meeting of stockholders; provided however, for any non-employee director who is appointed to the Board of Directors, as Lead Independent Director or that otherwise joins a committee of the Board of Directors (either as a member or as chairperson) or initially becomes chairperson of a committee of which he or she was already a member not in connection with an annual meeting of stockholders, the first set of Additional Annual Awards will automatically be granted on the effective date of the director’s appointment to the Board of Directors, as Lead Independent Director or to the new committee or chairperson role (the “Additional Annual Award Grant Date”).

The number of RSUs subject to each Additional Annual Award granted will be calculated by dividing the applicable dollar amount set forth above by the closing price of our Class A common stock on Nasdaq on the Additional Annual Award Grant Date, rounding down to the nearest whole share. If the Additional Annual Award Grant Date falls on a date other than the date of an annual meeting of stockholders, the Additional Annual Award will be reduced such that the amount is proportional (using a year of 365 days) to the number of days between the date of such non-employee director’s appointment and (i) the date of the first annual meeting of stockholders following the Additional Annual Award Grant Date; or (ii) to the extent that the Company has not determined the date of the next annual meeting of stockholders on or before the Additional Annual Award Grant Date, then the one-year anniversary of the most recently completed annual meeting of stockholders. Each Additional Annual Award will vest on the earlier of the date that is one year following the Additional Annual Award Grant Date or the date of the next annual meeting of stockholders following the Annual Award Grant Date, so long as the non-employee director continues to provide services to the Company through such date.

Each Director RSU Award will accelerate in full upon the consummation of a Corporate Transaction (as such term is defined in the 2021 Plan). If a non-employee director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred.

Non-Employee Director Compensation Limits. No non-employee director may receive equity awards under our 2021 Plan with an aggregate grant date fair value (determined as set forth in the 2021 Plan) that, when combined with cash compensation received for service as a non-employee director, exceeds $1,000,000 in a calendar year.


			16


TABLE OF CONTENTS

2024 Director Compensation

The following table provides information for 2024 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2024, other than Mr. Armstrong, our Chairman & Chief Executive Officer. Mr. Armstrong is not included in the table below as he is an employee and receives no compensation for his service as a director. The compensation received by Mr. Armstrong as an employee is set forth in the section titled “Executive Compensation” below.


Name	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)(4)	Total ($)
Marc L. Andreessen	—	339,855	339,855
Paul Clement	—	856,730	856,730
Christa Davies	—	856,730	856,730
Frederick Ernest Ehrsam III	—	357,978	357,978
Kelly A. Kramer	67,026	374,819	441,844
Chris Lehane	—	839,085	839,085
Tobias Lütke	—	324,941	324,941
Gokul Rajaram	67,026	364,794	431,820
Fred Wilson(1)	—	—	—

(1)Mr. Wilson waived all equity compensation payable to him for his service on our Board of Directors during 2024.

(2)The amounts reported in this column include all fees earned by Ms. Kramer and Mr. Rajaram as compensation for their service as members of a special litigation committee of the Board of Directors.

(3)The amounts reported in this column represent the aggregate grant date fair value of RSUs for Class A common stock made to directors in 2024, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718 (“ASC 718”). These amounts reflect the accounting cost for these RSUs and do not represent the actual economic value that may be realized by the director. For information on the assumptions used to calculate the grant date fair value of the RSUs, refer to Note 15 to our consolidated financial statements included in our Annual Report.

(4)The following table sets forth information on (a) the aggregate number of shares of our Class A common stock underlying outstanding stock awards granted to our non-employee directors in the year ended December 31, 2024 and (b) the aggregate number of unvested shares of our Class A common stock underlying outstanding stock awards held by our non-employee directors as of December 31, 2024:


			17


TABLE OF CONTENTS


	Stock Awards
Name	Number of Shares Underlying Stock Awards Granted in the Year Ended December 31, 2024 (#)	Number of Shares Underlying Unvested Stock Awards Held as of December 31, 2024 (#)
Marc L. Andreessen	1,390	1,390	(1)
Paul Clement	3,496	3,496	(2)
Christa Davies	3,496	3,496	(2)
Frederick Ernest Ehrsam III	1,464	1,464	(3)
Kelly A. Kramer	1,533	1,533	(4)
Chris Lehane	3,424	3,424	(5)
Tobias Lütke	1,329	1,951	(6)
Gokul Rajaram	1,492	1,492	(7)
Fred Wilson	—	—

(1)Consists of an RSU award for 1,390 shares of Class A common stock, granted on June 14, 2024, all of which remained outstanding and subject to the award as of December 31, 2024. The RSU award will fully vest on June 14, 2025, subject to such non-employee director’s continued service through such date.

(2)Consists of (a) an RSU award for 1,252 shares of Class A common stock, granted on July 24, 2024, all of which remained outstanding and subject to the award as of December 31, 2024, that will fully vest on June 18, 2025 and (b) an RSU award for 2,244 shares of Class A common stock, granted on July 24, 2024, all of which remained outstanding and subject to the award as of December 31, 2024. The RSU award will vest as to 1/3rd of the total award on each of August 20, 2025, August 20, 2026 and August 20, 2027. All RSU awards are subject to such non-employee director’s continued service through such date.

(3)Consists of (a) an RSU award for 1,410 shares of Class A common stock, granted on June 14, 2024, all of which remained outstanding and subject to the award as of December 31, 2024, that will fully vest on June 14, 2025 and (b) an RSU award for 54 shares of Class A common stock, granted on July 24, 2024, all of which remained outstanding and subject to the award as of December 31, 2024, that will fully vest on June 18, 2025. All RSU awards are subject to such non-employee director’s continued service through such date.

(4)Consists of an RSU award for 1,533 shares of Class A common stock, granted on June 14, 2024, all of which remained outstanding and subject to the award as of December 31, 2024. The RSU award will fully vest on June 14, 2025, subject to such non-employee director’s continued service through such date.

(5)Consists of (a) an RSU award for 1,180 shares of Class A common stock, granted on July 24, 2024, all of which remained outstanding and subject to the award as of December 31, 2024, that will fully vest on June 18, 2024 and (b) an RSU award for 2,244 shares of Class A common stock, granted on July 24, 2024, all of which remained outstanding and subject to the award as of December 31, 2024. The RSU award will vest as to 1/3rd of the total award on each of August 20, 2025, August 20, 2026, and August 20, 2027. All RSU awards are subject to such non-employee director’s continued service through such date.

(6)Consists of (a) an RSU award for 1,867 shares of Class A common stock, granted on February 2, 2022, of which 622 remained outstanding and subject to the award as of December 31, 2024, that fully vested on February 20, 2025, and (b) an RSU award for 1,329 shares of Class A common stock, granted on June 14, 2024, all of which remained outstanding and subject to the award as of December 31, 2024, that will fully vest on June 14, 2025. All RSU awards are subject to such non-employee director’s continued service through such date.

(7)Consists of an RSU award for 1,492 shares of Class A common stock, granted on June 14, 2024, all of which remained outstanding and subject to the award as of December 31, 2024. The RSU award will fully vest on June 14, 2025, subject to such non-employee director’s continued service through such date.


			18


TABLE OF CONTENTS

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Nominees for Director

At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of Brian Armstrong, Marc L. Andreessen, Paul Clement, Christa Davies, Frederick Ernest Ehrsam III, Kelly A. Kramer, Chris Lehane, Tobias Lütke, Gokul Rajaram, and Fred Wilson be elected at the Annual Meeting with each to serve for a one-year term expiring at our 2026 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Each of the director nominees is a current director of our Company. For more information concerning the nominees, see the section titled “Board of Directors and Corporate Governance—Nominees for Director.”

If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than ten directors. Stockholders may not cumulate votes for the election of directors.

Vote Required

The election of directors requires a plurality of the votes cast by the holders of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon which means that the ten individuals nominated for election to our Board of Directors receiving the highest number of “FOR” votes will be elected. Withhold votes and broker non-votes will have no effect on the outcome of this proposal. See the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” for additional information.


			Our Board of Directors recommends that you vote “FOR ALL” nominees in the election of each of the ten director nominees.


			19


TABLE OF CONTENTS

PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit and Compliance Committee has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the year ending December 31, 2025. Deloitte has served as our independent registered public accounting firm since 2020. At the Annual Meeting, our stockholders are being asked to ratify the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2025. Although not required by applicable law or listing rules, our Audit and Compliance Committee is submitting the appointment of Deloitte to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Deloitte will be present at the Annual Meeting and will have an opportunity to make a statement at the Annual Meeting, if they desire to do so, and to respond to appropriate questions. Notwithstanding the appointment of Deloitte, and even if our stockholders ratify the appointment, our Audit and Compliance Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 2025 if our Audit and Compliance Committee believes that such a change would be in the best interests of our Company and our stockholders.

In the event that Deloitte is not ratified by our stockholders, the Audit and Compliance Committee may reconsider its selection of Deloitte as our independent registered public accounting firm.

Independent Registered Public Accounting Firm Fees and Services

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our Audit and Compliance Committee. In accordance with standard policy, Deloitte periodically rotates the individuals who are responsible for our audit.

In addition to performing the audit of our consolidated financial statements, Deloitte provided various other services during the years ended December 31, 2023 and 2024. Our Audit and Compliance Committee has determined that Deloitte’s provision of these services, which are described below, does not impair Deloitte's independence from us. During the years ended December 31, 2023 and 2024, fees for services provided by Deloitte were as follows (in thousands):


	2023		2024
Audit fees(1)	$	7,383	$	9,451
Audit-related fees(2)	$	1,288	$	1,370
Tax fees(3)	$	195	$	183
Other fees(4)	$	—	$	—
Total fees	$	8,866	$	11,004

(1)“Audit fees” include fees for audit services primarily related to the audit of our annual consolidated financial statements; audit services related to our subsidiaries in connection with statutory filings; the review of our quarterly consolidated financial statements; assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).

(2)“Audit-related fees” primarily consists of fees for procedures performed in connection with service organizational control reports, comfort letters, consents and regulatory filings in connection with audit services for our subsidiaries.

(3)“Tax fees” include fees for tax compliance and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state income tax matters, assistance with sales tax, and assistance with tax audits.

(4)“Other fees” include fees for services other than the services reported in audit fees, audit-related fees and tax fees. These services primarily include fees for compliance-related services and agreed-upon-procedures.


			20


TABLE OF CONTENTS

Policy on Audit and Compliance Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit and Compliance Committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our Audit and Compliance Committee is required to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm in order to ensure that the provision of such services does not impair the independent registered public accounting firm’s independence. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit and Compliance Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were approved by our Audit and Compliance Committee.

Vote Required

The ratification of the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2025 requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon that are voted “FOR” or “AGAINST” the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal. See the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” for additional information.


			Our Board of Directors recommends that you vote “FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2025.


			21


TABLE OF CONTENTS

PROPOSAL NO. 3:

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

At our 2022 annual meeting of stockholders, our stockholders indicated, by a non-binding advisory vote, that they agreed with our recommendation that we solicit a non-binding advisory vote, commonly referred to as “say-on-pay” vote, on the compensation of our named executive officers, every three years. In accordance with that vote and the rules of the SEC, we are providing stockholders with an opportunity to make a non-binding, advisory vote on the compensation of our Named Executive Officers this year. This vote is not intended to address any specific item of compensation or any specific Named Executive Officer, but rather the overall compensation of all of our Named Executive Officers and the philosophy, policies, and practices described in this Proxy Statement.

Stockholders are urged to read the section titled “Executive Compensation,” which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our Named Executive Officers. Our Compensation Committee and Board of Directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the Named Executive Officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion and the other related disclosures.”

As an advisory vote, this proposal is not binding. However, our Board of Directors and Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.

Vote Required

The approval, on an advisory basis, of the compensation of our Named Executive Officers requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon that are voted “FOR” or “AGAINST” the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.


			Our Board of Directors recommends that you vote “FOR” the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers.


			22


TABLE OF CONTENTS

EXECUTIVE OFFICERS

The following sets forth certain information regarding our executive officers as of March 31, 2025. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors.

Name

Age

Position

Brian Armstrong

Chairman of the Board of Directors & Chief Executive Officer

Emilie Choi

President & Chief Operating Officer

Alesia Haas

Chief Financial Officer

Paul Grewal

Chief Legal Officer & Secretary

Lawrence Brock

Chief People Officer

Brian Armstrong’s biography is set forth above in the section titled “Board of Directors and Corporate Governance—Nominees for Director.”


			Emilie Choi has served as our Chief Operating Officer since June 2019 and our President since November 2020. Ms. Choi previously served as our Vice President of Business, Data and International, from March 2018 to June 2019. From December 2009 to March 2018, Ms. Choi served as the Vice President & Head of Corporate Development for LinkedIn Corporation, a professional networking site and, following its acquisition in December 2016, a subsidiary of Microsoft Corporation, a software company. From August 2007 to December 2009, Ms. Choi served in various positions at Warner Bros. Entertainment Inc., a mass media and entertainment company, including as Director of Digital Business Strategy and Operations and Manager of Corporate Business Development and Strategy. Ms. Choi has served as a member of the board of directors of Okta, Inc., an identity and access management company, since August 2022. Ms. Choi previously served as a member of the board of directors of ZipRecruiter, Inc., a jobs marketplace, from May 2021 to August 2022, Naspers Limited, a global internet group, from April 2017 to August 2021, and Prosus N.V., the international internet assets division of Naspers Limited, from April 2017 to August 2021. Ms. Choi holds a B.A. in Economics from the Johns Hopkins University and an M.B.A. from the Wharton School at the University of Pennsylvania.


			Alesia Haas has served as our Chief Financial Officer since April 2018. Prior to joining us, Ms. Haas served as the Chief Financial Officer for Sculptor Capital Management, Inc. (formerly Och Ziff Capital Management Group LLC), a global institutional alternative asset manager, from December 2016 to April 2018. Prior to that, Ms. Haas served in various leadership positions at OneWest Bank, N.A., a commercial bank, from March 2009 until shortly after its acquisition by CIT Group Inc. in December 2015, including most recently as its Chief Financial Officer from January 2013 until the acquisition. Ms. Haas has served as a member of the board of directors of ANGI Homeservices Inc., an internet services company, since September 2017, and Vimeo, Inc., a video software company, since May 2021. Ms. Haas previously served as a member of the board of directors of Sears Holding Corp., a retail holding company, from February 2016 to December 2016. Ms. Haas holds a B.S. in Business Administration from California Polytechnic State University, San Luis Obispo.


			Paul Grewal has served as our Chief Legal Officer & Secretary since August 2020. Prior to joining us, Mr. Grewal served as Vice President & Deputy General Counsel of Meta Platforms, Inc. (formerly known as Facebook, Inc.), a social technology company, from June 2016 to August 2020. From December 2010 to June 2016, Mr. Grewal served as a U.S. Magistrate Judge for the U.S. District Court of the Northern District of California. Mr. Grewal was previously a partner at Howrey LLP, a global law firm, and served as a Judicial Law Clerk for the U.S. Court of Appeals for the Federal Circuit and the U.S. District Court for the Northern District of Ohio. Mr. Grewal currently serves on the board of directors of a privately held company and multiple nonprofit organizations. Mr. Grewal holds a S.B. in Civil and Environmental Engineering from the Massachusetts Institute of Technology and a J.D. from the University of Chicago Law School.


			23


TABLE OF CONTENTS


			Lawrence Brock has served as our Chief People Officer since February 2019. Prior to joining us, Mr. Brock served as Senior Managing Director and Chief People Officer at Citadel LLC, a hedge fund, from April 2016 to March 2019. From April 2008 to April 2016, Mr. Brock served as Vice President of Global Talent Group and People Infrastructure for Red Hat, Inc., a global open-source software company. Mr. Brock holds a B.A. in Business Administration from the University at Albany, SUNY and an M.B.A. from Georgia State University’s J. Mack Robinson College of Business.


			24


TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives and structure of our compensation program for our Chief Executive Officer, our Chief Financial Officer and our other three executive officers during the year ended December 31, 2024. We refer to these individuals as our “Named Executive Officers”:


Brian Armstrong			Chairman of the Board of Directors & Chief Executive Officer
Emilie Choi			President & Chief Operating Officer
Alesia Haas			Chief Financial Officer
Paul Grewal			Chief Legal Officer & Secretary
Lawrence Brock			Chief People Officer

2024 Highlights

During 2024, we made progress on our goals of driving revenue growth, crypto utility, and regulatory clarity. We advanced the crypto economy by deepening institutional adoption, scaling international growth, and expanding real-world utility. Our investments in core products like derivatives and Coinbase One, as well as our focus on global expansion, drove revenue growth, while innovations such as USDC rewards showcased the power of onchain finance. For the year ended December 31, 2024, our total net revenue was $6.3 billion, net income was $2.6 billion and Adjusted EBITDA was $3.3 billion. See Appendix A to this Proxy Statement for a definition of Adjusted EBITDA, which is a non-GAAP financial measure, and a full reconciliation to the most directly comparable financial measure stated in accordance with GAAP.

Going forward, we believe that we are well-positioned to drive revenue growth across all macroeconomic environments, and we remain committed to advancing regulatory clarity.

Compensation Policies and Practices

Our Compensation Committee regularly reviews best practices in executive compensation and evaluates our executive compensation program on at least an annual basis to ensure that it is consistent with our near-term and long-term goals. The following highlights aspects of our executive compensation policies and practices:


			25


TABLE OF CONTENTS


What We Do						What We Don’t Do
•Maintain an independent and experienced compensation committee						•No pension plans or supplemental executive retirement plans

•Maintain an independent compensation committee advisor						•No hedging of our stock

•A significant portion of compensation is performance-based or variable and not guaranteed						•No pledging of our stock without prior approval by our Chief Legal Officer

•Pay-for-performance philosophy and culture						•No discounted stock option awards

•Conduct annual reviews of Named Executive Officer compensation						•No single-trigger change in control arrangements

•Regularly assess risks of our compensation program						•No excessive perquisites

•Emphasize long-term equity compensation						•No excise tax gross-ups

•Double-trigger change in control agreements

•Require executive officers to trade through Rule 10b5-1 plans

•Maintain a compensation recovery policy to ensure accountability

Compensation Philosophy

Our compensation philosophy is to provide a competitive compensation package that allows us to attract and retain talented individuals who we believe will enable us to achieve our near-term and long-term strategic objectives, while simultaneously creating long-term value for our stockholders. Consistent with our philosophy, our executive compensation program is designed to achieve the following objectives:

•attract, retain, and motivate talented executive officers whose skills, experience and performance are critical to our long-term success and achievement of our financial and strategic objectives;

•encourage our executive officers to reinforce our values, which include, among others, clear communication, positive energy, continuous learning, and efficient execution;

•align compensation incentives to performance and the interests of our stockholders;

•reward our executive officers for their experience and performance and motivate them to achieve our long-term strategic goals; and

•ensure that our total compensation is fair, reasonable, and competitive.

We believe our executive compensation program, as developed and implemented and as presented in this Proxy Statement, achieves these objectives.

Compensation Model

Our executive compensation program is designed to focus our executives on the long-term performance of the Company. Our program is simple: we offer a competitive base salary and deploy equity awards that vest over a multi-year period as the primary pay-for-performance and incentive vehicle. Our executive equity program serves to link our executives’ long-term compensation outcomes to company performance and therefore to the interests of our stockholders over time. Our executive compensation program provides that each Named Executive Officer is eligible to receive new equity


			26


TABLE OF CONTENTS

awards on an annual basis. In order to further emphasize our focus on long-term stockholder value creation, we do not offer an annual cash bonus to our Named Executive Officers.

2024 Compensation Overview

Our Compensation Committee reviews compensation for our Named Executive Officers on an annual basis. At the 2022 annual meeting of stockholders, our say-on-pay proposal received over 99% support from stockholders. As such, the Compensation Committee decided to keep the 2024 compensation program largely the same as the 2023 compensation program. In 2024, the main vehicles we continued to use to compensate our executives were base salary and equity awards. To continue to closely align our executives’ incentives with those of our stockholders, we granted annual equity awards to all of our Named Executive Officers, except for our Chief Executive Officer, under our long-term incentive program in 2024. We provide additional details below with respect to these grants under “—Equity Compensation: RSU Awards to Named Executive Officers.” We did not grant equity awards to Mr. Armstrong in 2024. We believe that Mr. Armstrong has existing competitive equity holdings from awards that were granted to him in prior years, and such holdings (i) continue to be eligible to vest over several years with respect to the 2020 CEO Performance Award (as defined below), and (ii) continue to closely align his incentives with those of our stockholders. We provide additional details below with respect to the 2020 CEO Performance Award under “—Equity Compensation: 2020 CEO Performance Award.”

Cash Compensation

We use base salary to provide a fixed amount of cash compensation for our Named Executive Officers. Named Executive Officers are not eligible for an annual cash bonus. Given this design, we position base salary for our executives at competitive market levels for total cash compensation. Our program features less differentiation across executives for cash compensation. Instead, we use equity compensation as the primary differentiator across executives and to align long-term executive incentives with those of our stockholders.

After considering market data for each position and with an aim to create consistency across the management team with respect to cash compensation, the Compensation Committee determined the 2024 base salaries set forth below, which are unchanged from 2023.

Named Executive Officer

Position

2024 Base Salary ($)

Brian Armstrong

Chairman of the Board of Directors & Chief Executive Officer

1,000,000

Emilie Choi

President & Chief Operating Officer

875,000

Alesia Haas

Chief Financial Officer

730,000

Paul Grewal

Chief Legal Officer & Secretary

730,000

Lawrence Brock

Chief People Officer

730,000

Equity Compensation: Awards to Named Executive Officers

Each year our Named Executive Officers have the opportunity to receive new equity awards. In order to provide an equity program with a balance of risk and reward opportunity and increased stockholder alignment, the Compensation Committee determined to use RSUs with a three-year vesting period for 2024 equity awards to our Named Executive Officers other than the Chief Executive Officer. The magnitudes of equity awards granted to our Named Executive Officers other than the Chief Executive Officer were based on a review of market data from our peer group, and take into account individual executive performance, with a goal of providing a competitive market position and incentives for our Named Executive Officers to maintain a focus on long-term growth and company achievements. Accordingly, in February 2024, we granted RSUs to all our Named Executive Officers, except for our Chief Executive Officer, under our long-term incentive program as set forth below. The RSUs vest in equal quarterly installments over three years, with the first vesting date occurring on February 20, 2024, subject to the recipient’s continued service with us on each vesting date.


			27


TABLE OF CONTENTS

Named Executive Officer

Position

Number of RSUs
Granted
(#)

Emilie Choi

President & Chief Operating Officer

140,854

Alesia Haas

Chief Financial Officer

70,427

Paul Grewal

Chief Legal Officer & Secretary

52,820

Lawrence Brock

Chief People Officer

52,820

Equity Compensation: 2023 COO Performance Award

In recognition of Ms. Choi’s demonstrated and ongoing critical contributions to the success of Coinbase and in order to incentivize, reward and retain Ms. Choi with a competitive pay structure that aligns her pay with our long-term performance, in April 2023, the Compensation Committee granted Ms. Choi an award of performance RSUs covering a target of 401,983 shares of our Class A common stock and up to a maximum of 803,966 shares of our Class A common stock (the “2023 COO Performance Award”). The number of shares that Ms. Choi can earn pursuant to the 2023 COO Performance Award is based on achievement of the following three performance metrics:

•Revenue: Up to 20% of the 2023 COO Performance Award is subject to vesting based upon achievement of certain cumulative revenue target values for the period commencing on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”), subject to Ms. Choi’s continued employment through February 20, 2026.

•Adjusted EBITDA: Up to 20% of the 2023 COO Performance Award is subject to vesting based upon achievement of certain cumulative adjusted EBITDA target values, for the Performance Period, subject to Ms. Choi’s continued employment through February 20, 2026.

•Relative Shareholder Return: Up to 60% of the 2023 COO Performance Award is subject to vesting in 20% tranches based upon a relative shareholder return target value for the three annual periods between January 1, 2023 and December 31, 2025 (with vesting for each tranche capped at target achievement), subject to Ms. Choi’s continued employment through each of January 15, 2024, 2025 and 2026, respectively, with threshold achievement set at the 35th percentile of the S&P 500 Index, target achievement set at the 55th percentile of the S&P 500 Index, and maximum achievement set at the 75th percentile of the S&P 500 Index. On January 15, 2026, subject to Ms. Choi’s continued employment through such date, our total relative shareholder return for the full Performance Period will be evaluated, and each applicable tranche of the 2023 COO Performance Award that vests on the basis of relative shareholder return will be adjusted (up to the maximum degree of achievement for each such tranche), such that the achievement of each annual tranche that vests on the basis of relative shareholder return is at least equal to the degree of achievement during the full Performance Period.

The Compensation Committee chose rigorous performance metrics and set achievement levels for those metrics in such a manner as to be challenging to attain. We are not disclosing actual threshold, target or maximum achievement figures for revenue and adjusted EBITDA as these amounts represent confidential financial information, the disclosure of which would result in competitive harm.

On January 15, 2024, 80,396 shares of Class A common stock, which represented 20% of the 2023 COO Performance Award, vested at target value (due to the application of the cap on vesting for the 2023 tranche), based on our achievement of relative shareholder returns at the 99th percentile of the S&P 500 Index. On January 15, 2025, 80,396 shares of Class A common stock, which represented 20% of the 2023 COO Performance Award, vested at target value (due to the application of the cap on vesting for the 2024 tranche), based on our achievement of relative shareholder returns at the 98th percentile of the S&P 500 Index.


			28


TABLE OF CONTENTS

The award agreement governing the 2023 COO Performance Award supersedes any benefits Ms. Choi may otherwise be entitled to under the COC Policy (as defined below) with respect to the 2023 COO Performance Award. For more information, see the section below titled “—Compensation Tables—Potential Payments Upon Termination or Change of Control as of December 31, 2024.”

Equity Compensation: 2020 CEO Performance Award

In May 2020, following review of Mr. Armstrong’s existing equity incentive awards, the Board of Directors, with participation by every independent director, began preliminary discussions regarding potential structures of long-term incentives to ensure that Mr. Armstrong’s interests remain aligned with those of the Company. In August 2020, after several months of deliberation led by the Compensation Committee, which engaged independent legal counsel to advise it in connection with such activities, and with input from Semler Brossy (our independent compensation consultant), the Board of Directors, with participation by every independent director, granted Mr. Armstrong an equity-based performance award (the “2020 CEO Performance Award”). We believe the 2020 CEO Performance Award serves to align Mr. Armstrong’s interests with those of our stockholders by creating a strong and visible link between Mr. Armstrong’s incentives and the Company’s long-term performance.

The 2020 CEO Performance Award consists of a 10-year term stock option to purchase 9,293,911 shares of our Class A common stock, which was equivalent to 3.8% of the issued and outstanding shares of our common stock at the time of grant. The award has an exercise price of $23.46 per share, which the Board of Directors determined was equal to the fair market value of our Class A common stock on the date of grant. The stock option is earned upon the achievement of performance conditions based on the Class A common stock price targets set forth in the table below during the 10-year term of the stock option based on the volume weighted average price of our Class A common stock as reported on Nasdaq at or above the price target for 60 consecutive trading days at any time during the term of the award, and upon certification by the Compensation Committee of the achievement of the stock price targets. Vesting may occur sequentially or concurrently. To the extent that the stock price targets are not met during the term of the 2020 CEO Performance Award, all unvested shares subject to the 2020 CEO Performance Award will be forfeited. Except under limited circumstances, Mr. Armstrong must continue to lead the Company as our Chief Executive Officer at the time each stock price target milestone is met in order for the corresponding tranche to vest. The stock option award agreement governing the 2020 CEO Performance Award supersedes any benefits Mr. Armstrong may otherwise be entitled to under the COC Policy with respect to the 2020 CEO Performance Award. For more information see the section below titled “—Compensation Tables—Potential Payments Upon Termination or Change of Control as of December 31, 2024.”

We believe the performance conditions associated with the 2020 CEO Performance Award are extremely rigorous and appropriately align Mr. Armstrong’s incentives with the interests of our stockholders. The award only began vesting after approximately 750% stock price growth from the exercise price, and does not fully vest until approximately 1,600% stock price growth.

The Compensation Committee does not anticipate making additional equity awards to Mr. Armstrong during the 10-year term of the 2020 CEO Performance Award, although it reserves the authority to do so should it determine doing so would be in the best interest of our stockholders.

The number of shares underlying the stock options that vest upon achievement of each of the stock price targets is shown in the table below. The first tranche of the 2020 CEO Performance Award was achieved on July 8, 2021 and the second tranche was achieved on February 4, 2025.


			29


TABLE OF CONTENTS


Tranche	Vesting Percentage (%)	Number of Shares Underlying the Option (#)	Achievement Date
$200 per share	34.0	3,159,930	7/8/2021
$240 per share	13.2	1,226,796	2/4/2025
$280 per share	13.2	1,226,796	—
$320 per share	13.2	1,226,796	—
$360 per share	13.2	1,226,797	—
$400 per share	13.2	1,226,796	—

Our Compensation-Setting Process

Role of the Board of Directors and the Compensation Committee

Our Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies and practices applicable to all our employees as well as all aspects of our executive compensation programs, including executive salaries, payouts under any bonus plans, the size and structure of equity awards and any executive perquisites. In carrying out its responsibilities, our Compensation Committee evaluates our compensation policies and practices for alignment with our executive compensation philosophy, develops compensation-related strategies, makes decisions that it believes further our philosophy and align with compensation best practices and reviews the performance of our Named Executive Officers when making decisions about their compensation. The Compensation Committee discusses and makes decisions with respect to our Chief Executive Officer’s compensation after considering the recommendations of Semler Brossy and, with respect to our other Named Executive Officers’ compensation, after considering input from applicable members of management (as discussed below) as well as the recommendations of Semler Brossy.

Role of Compensation Consultant

Pursuant to its charter, the Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. Semler Brossy supports the Compensation Committee by providing guidance regarding the amount and types of compensation that we provide to our Named Executive Officers, how our compensation practices compare to the compensation practices of other similarly situated technology companies, and other compensation-related matters. Semler Brossy reports directly to the Compensation Committee, although Semler Brossy may meet with members of management for the purposes of gathering information on proposals that management may make to the Board of Directors.

The Compensation Committee has the sole authority to engage and terminate Semler Brossy’s services, as well as to approve its compensation. Semler Brossy makes recommendations to the Compensation Committee but has no authority to make compensation decisions on behalf of the Compensation Committee or the Company. During 2024, Semler Brossy reported to the Compensation Committee and had direct access to the chairperson and the other members of the Compensation Committee. Beyond data and advice related to director and executive compensation matters and employee equity plan design, Semler Brossy did not provide other services to us in 2024.

The Compensation Committee conducted a specific review of its relationship with Semler Brossy in 2024 and determined that Semler Brossy’s work for the Compensation Committee did not raise any conflicts of interest. Semler Brossy’s work has conformed to the independence factors and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and Nasdaq.


			30


TABLE OF CONTENTS

Role of Management

To aid the Compensation Committee in its responsibilities, our Chief Executive Officer, President & Chief Operating Officer, and Chief People Officer develop compensation recommendations for the other Named Executive Officers. The Chief Executive Officer makes compensation recommendations for the President & Chief Operating Officer, and the Chief Executive Officer and President & Chief Operating Officer make compensation recommendations for the Chief People Officer. The Compensation Committee gives considerable weight to the recommendations of the Chief Executive Officer, the President & Chief Operating Officer and the Chief People Officer’s performance evaluations of the other Named Executive Officers because they have direct knowledge of the criticality of the work, performance and contributions of the other Named Executive Officers. No Named Executive Officer participated directly in the final deliberations or determinations regarding his or her own compensation package.

Use of Comparative Market Data

When considering executive compensation decisions, the Compensation Committee believes it is important to be informed as to current compensation practices of comparable publicly held companies, especially to understand the demand and competitiveness for attracting and retaining an individual with each Named Executive Officer’s specific expertise and experience. The Compensation Committee assessed the competitiveness of each element of the Named Executive Officers’ total direct compensation, against the compensation peer group, as discussed below. This is one factor that the Compensation Committee and Board of Directors considers when it sets pay levels for the Named Executive Officers.

In developing this compensation peer group, the Compensation Committee engaged Semler Brossy to assist in its review and considered several factors, including:

•Actual experience in the talent market (e.g., companies from which we source and potentially lose executive talent);

•Scale and complexity (using revenue and market capitalization); and

•Company business characteristics (e.g., comparably sized high-growth technology companies).

Based on these factors and the recommendation of Semler Brossy, the Compensation Committee selected the following compensation peer group for 2024. The peer group was updated year-over-year to remove certain companies that no longer fit our screening criteria and to add companies more similar to ours in terms of scale. In consultation with Semler Brossy, the Compensation Committee removed Peloton Interactive, Inc. and Roku, Inc. from our compensation peer group and added Robinhood Markets, Inc. and Shopify Inc.


Airbnb	Palo Alto Networks	Splunk
Block	Pinterest	The Trade Desk
DocuSign	Robinhood	Twilio
DoorDash	Shopify	Workday
Dropbox	Snap	Zoom
Intuit	Snowflake

While we do not establish compensation levels solely based on a review of competitive data and do not directly tie any pay elements to particular benchmarks within our compensation peer group, we believe market data (including executive and director pay levels, program structure, equity awards, and other benefits structures) is a meaningful input to our compensation policies and practices to attract and retain qualified executive officers.


			31


TABLE OF CONTENTS

Compensation Risk Oversight and Assessment

Our Compensation Committee reviews and discusses with management the risks arising from our compensation philosophy and practices generally applicable to our employees, including our Named Executive Officers, to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. Based on conversations with management and Semler Brossy’s review, the Compensation Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse impact on us.

Other Compensation Information

Welfare and Other Benefits

Our Named Executive Officers have the opportunity to participate in the same benefits programs offered to all U.S. employees. We provide health, dental, vision, life and disability insurance benefits to our Named Executive Officers, on the same terms and conditions as provided to all other eligible U.S. employees.

We also sponsor a broad-based 401(k) plan intended to provide eligible U.S. employees with an opportunity to defer eligible compensation up to certain annual limits, and match 50% of the first 6% of eligible compensation contributed to the plan by eligible employees. As a tax-qualified retirement plan, contributions (if any) made by us are deductible by us when made, and contributions and earnings on those amounts are generally not taxable to the employees until withdrawn or distributed from the 401(k) plan. Our Named Executive Officers are eligible to participate in our employee benefit plans, including our 401(k) plan and match, on the same basis as our other employees.

We believe these benefits are consistent with the broad-based employee benefits provided at the companies with whom we compete for talent and therefore are important to attracting and retaining talented and experienced executive officers.

In addition to the employee benefits described above, ensuring the safety and security of our employees, including our Named Executive Officers, is highly important to us. We may provide personal security services, including certified protection officers, secure lodging and residential security to our Named Executive Officers as our security team deems appropriate. We do not consider these risk-based security measures to be personal benefits, but rather, reasonable and necessary expenses for the benefit of our Company and our stockholders. In 2024, Mr. Armstrong and Ms. Choi received personal security services. The aggregate incremental cost of the personal security services provided to each such Named Executive Officer is reported in the 2024 Summary Compensation Table below. From time to time, in the future, we may provide personal security services to our other Named Executive Officers. We believe that these benefits are consistent with our overall executive compensation program, enable us to attract and retain talented and experienced executive officers, and motivate stockholder value creation. Our Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our Named Executive Officers. Based on these periodic reviews, perquisites may be awarded or adjusted on an individual basis.

Executive Employment Agreements

Each of our Named Executive Officers has entered into a written, at-will employment letter agreement with us. These agreements set forth the terms and conditions of employment for our Named Executive Officers, including continued payment of such executive’s annual base salary, subject to periodic review. The agreements have no specific term and provide for at-will employment. We do not currently provide annual cash bonuses to our Named Executive Officers.


			32


TABLE OF CONTENTS

Post-Employment Compensation

Each of our Named Executive Officers has also entered into a participation agreement pursuant to which he or she has become a beneficiary of our Change of Control and Severance Policy, as amended and restated (the “COC Policy”), which provides for payments and benefits to the Named Executive Officer upon certain qualifying terminations, including in connection with a change of control. For more information, see the section titled “—Compensation Tables—Potential Payments Upon Termination or Change of Control as of December 31, 2024.”

Other Compensation Policies

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures that govern the purchase, sale, and other dispositions of our securities by our directors, officers, employees, contractors, advisors, and consultants, and by Coinbase itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations and the listing standards of Nasdaq (the “Insider Trading Policy”). A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report.

Rule 10b5-1 Trading Plans

It is common for directors and executive officers of publicly traded companies to enter into Rule 10b5-1 plans adopted pursuant to Rule 10b5-1 of the Exchange Act, and our Insider Trading Policy and Trading Plan Policy require that each of our directors, executive officers and other members of our executive team conduct any open market sales or purchases of our securities only through use of such a plan. Under Rule 10b5-1, insiders can buy and sell our stock over a designated period by adopting pre-arranged stock trading plans at a time when they are not aware of material nonpublic information about us, and thereafter trade shares of our Class A common stock in accordance with the terms of their predetermined stock trading plans without regard to whether or not they are in possession of material nonpublic information about us at the time of the sale. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by an individual when entering into the plan, without further direction from the individual while the plan is in effect. Under our Trading Plan Policy, our directors, executive officers and other executive team members may only materially amend or terminate their Rule 10b5-1 plans under specified circumstances, including during an open trading window and while not in possession of material nonpublic information, and changes to such Rule 10b5-1 plans only take effect following a specified “cooling off” period.

Derivatives Trading, Hedging, and Pledging Policies

Pursuant to our Insider Trading Policy, we prohibit our employees, including our Named Executive Officers, and members of our Board of Directors, among others, from speculating in our equity securities, including through the use of short sales, “sales against the box” or any equivalent transaction involving our equity securities. In addition, such individuals may not engage in any other hedging transactions, such as zero cost collars, forward sale contracts, and other similar or related arrangements, with respect to the securities that they hold.

We also prohibit the pledging of our common stock by our officers (as defined in Rule 16a-1(f) under the Exchange Act), including Named Executive Officers and members of our Board of Directors, unless approved by our Chief Legal Officer.

Equity Award Grant Practices

We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment, promotion, or the closing of an acquisition. We do not grant awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.


			33


TABLE OF CONTENTS

Compensation Recovery Policy

We have adopted a compensation recovery policy (the “Compensation Recovery Policy”) intended to comply with applicable SEC rules and Nasdaq listing standards. The Compensation Recovery Policy is administered by our Compensation Committee (in such capacity, the “Administrator”) and enables us to recover from current and former officers, and such additional employees as may be identified by the Administrator from time to time, incentive-based compensation (as defined in the Compensation Recovery Policy) in the event of an accounting restatement resulting from material noncompliance with any financial reporting requirements under federal securities laws. A copy of our Compensation Recovery Policy is filed as Exhibit 97.1 to our Annual Report.

Tax and Accounting Considerations

Deductibility of Executive Compensation. The Compensation Committee generally takes into consideration the tax implications to Coinbase of our Named Executive Officer compensation program, including with respect to the tax deductibility of compensation paid under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). While our Compensation Committee may consider the deductibility of equity awards, cash and other compensation as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. In addition to considering the tax consequences, our Compensation Committee generally considers the accounting implications of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.

Taxation of Parachute Payments. We do not provide, and have no obligation to provide, any executive officer, including any Named Executive Officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe because of the application of Section 280G, 4999 or 409A of the Code. If any of the payments or benefits provided for under the COC Policy or otherwise payable to a Named Executive Officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the Named Executive Officer.

Accounting Treatment. The Compensation Committee considers accounting implications when designing compensation plans and arrangements for our Named Executive Officers and other employees. Chief among these is ASC 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record a compensation expense in our income statement for all equity awards granted to our Named Executive Officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.


			34


TABLE OF CONTENTS

Report of the Compensation Committee

This report of the Compensation Committee is required by the Securities and Exchange Commission (“SEC”) and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (“Securities Act”) or under the Securities Exchange Act of 1934, as amended (“Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2024.

Submitted by the Compensation Committee

Fred Wilson, Chairperson

Kelly A. Kramer

Gokul Rajaram


			35


TABLE OF CONTENTS

Compensation Tables

2024 Summary Compensation Table

The following table provides information concerning compensation awarded to, earned by or paid to each of our Named Executive Officers for all services rendered in all capacities during the years ended December 31, 2022, 2023, and 2024. Mr. Brock was not a Named Executive Officer in 2022, so summary compensation information is only provided for 2023 and 2024.


Name and Principal Position	Year(1)	Salary ($)(1)	Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(2)	All Other Compensation ($)		Total ($)
Brian Armstrong Chairman of the Board of Directors & Chief Executive Officer	2024	1,000,000	—		—		—	6,235,090	(3)	7,235,090
	2023	1,000,000	—		—		—	3,704,800	(4)	4,704,800
	2022	1,000,000	—		—		—	6,465,350	(5)	7,465,350
Emilie Choi President & Chief Operating Officer	2024	875,000	—		19,999,859		—	81,530	(6)	20,956,389
	2023	875,000	—		29,834,049	(7)	7,480,527	35,037	(8)	38,224,613
	2022	873,958	62,499	(9)	9,870,254		12,600,325	92,926	(10)	23,499,963
Alesia Haas Chief Financial Officer	2024	730,000	—		9,999,930		—	3,450	(11)	10,733,380
	2023	730,000	—		—		—	3,300	(11)	733,300
	2022	729,125	—		4,935,031		6,300,115	3,050	(11)	11,967,321
Paul Grewal Chief Legal Officer & Secretary	2024	730,000	—		7,499,912		—	3,450	(11)	8,233,362
	2023	730,000	—		2,267,167		2,244,146	3,300	(11)	5,244,613
	2022	729,125	—		2,960,942		3,780,031	3,050	(11)	7,473,148
Lawrence Brock Chief People Officer	2024	730,000	—		7,499,912		—	3,450	(11)	8,233,362
	2023	730,000	—		2,267,167		2,244,146	3,300	(11)	5,244,613

(1)Compensation information is provided only for years in which the executive was designated a Named Executive Officer. Named Executive Officers may each elect their salary, or a portion thereof, to be in the form of crypto assets.

(2)The amounts in these columns represent the grant date fair value of the stock awards and stock options granted to our Named Executive Officers during the years ended December 31, 2022, 2023, and 2024, as applicable, as computed in accordance with ASC 718. These amounts reflect the accounting cost for these stock awards and stock options and do not represent the actual economic value that may be realized by the Named Executive Officer from the stock award or the stock option. For information on the assumptions used to calculate the grant date fair value of the stock awards, refer to Note 18 to our consolidated financial statements included in our 2023 Annual Report. For more information on equity awards granted to all of our Named Executive Officers, see the “2024 Grants of Plan-Based Awards Table” below.

(3)The amount reported represents costs related to personal security measures for Mr. Armstrong in 2024.

(4)The amount reported represents costs related to personal security measures for Mr. Armstrong in 2023.

(5)The amount reported represents (i) $6,341,879 in costs related to personal security measures for Mr. Armstrong and (ii) $123,471 in legal fees paid in 2022 in connection with a 2021 HSR filing.

(6)The amount reported represents (i) Section 401(k) Plan matching contributions of (i) $3,450 and (ii) $78,080 in costs related to personal security measures for Ms. Choi in 2024.

(7)The amount reported includes $22,276,787, which represents the grant date fair value of the 2023 COO Performance Award assuming the probable outcome of the performance conditions at the time of grant (i.e., based on target performance). If the 2023 COO Performance Award were instead based on the maximum outcome of the performance conditions, the total amount for the 2023 COO Performance Award reported would be $44,553,574.

(8)The amount reported represents (i) Section 401(k) Plan matching contributions of $3,300 and (ii) $31,737 in costs related to personal security measures for Ms. Choi in 2023.

(9)The amount reported reflects a signing bonus received by Ms. Choi pursuant to her employment agreement.


			36


TABLE OF CONTENTS

(10)The amount reported represents (i) Section 401(k) Plan matching contributions of $3,050 and (ii) $89,876 in costs related to personal security measures for Ms. Choi paid in 2022.

(11)The amount reported represents Section 401(k) Plan matching contributions.

2024 Grants of Plan-Based Awards Table

The following table provides information concerning each grant of an award made to the Named Executive Officers during the year ended December 31, 2024.


			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Shares Underlying Options (#)	Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock Awards ($)(1)
Name	Type of Award	Grant Date	Threshold (#)	Target (#)	Maximum (#)
Brian Armstrong	—	—	—	—	—	—	—	—	—
Emilie Choi	RSU(2)	2/10/24	—	—	—	140,854	—	—	19,999,859
Alesia Haas	RSU(2)	2/10/24	—	—	—	70,427	—	—	9,999,930
Paul Grewal	RSU(2)	2/10/24	—	—	—	52,820	—	—	7,499,912
Lawrence Brock	RSU(2)	2/10/24	—	—	—

SEC Form DEF 14A filed by Coinbase Global Inc.