DEF 14A of Coinbase Global, Inc., Apr 25, 2024

DEF 14A of Coinbase Global, Inc.

Filed Apr 25, 2024 · FY20230001679788-24-000080

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. 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. |

  3. Nominees for Director

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  4. Nominees for Director

    | | 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 at 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. | | | 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 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. |

  5. Nominees for Director

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  6. Nominees for Director

    | | 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. 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. | | | 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 multiple 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. |

  7. Nominees for Director

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  8. Non-Employee Director Compensation Arrangements

    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 2023 and 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 program (i) in July 2023, which included an increase in the Initial Award (as defined below) from $350,000 to $550,000 and (ii) 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.

  9. 2023 Director Compensation

    2023 Director Compensation The following table provides information for 2023 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2023, 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.

  10. 2023 Director Compensation

    | Name | Stock Awards ($)(3)(4) | Total ($) | | Marc L. Andreessen(1) | — | — | | Frederick Ernest Ehrsam III | 319,920 | 319,920 | | Kathryn Haun(2) | 324,924 | 324,924 | | Kelly A. Kramer | 349,883 | 349,883 | | Tobias Lütke | 299,964 | 299,964 | | Gokul Rajaram | 338,627 | 338,627 | | Fred Wilson(1) | — | — |

  11. 2023 Director Compensation

    (1)Messrs. Andreessen and Wilson waived all equity compensation payable to them for their service on our Board of Directors during 2023. (2)On April 18, 2024, Kathryn Haun notified the Board of Directors that she would not stand for re-election at the Annual Meeting, and would therefore step down as a director upon the expiration of her term at the conclusion of the Annual Meeting. (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 2023, 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 18 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, 2023 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, 2023:

  12. 2023 Director Compensation

    | | Stock Awards | | | Name | Number of Shares Underlying Stock Awards Granted in the Year Ended December 31, 2023 (#) | Number of Shares Underlying Unvested Stock Awards Held as of December 31, 2023 (#) | | Marc L. Andreessen | — | — | | Frederick Ernest Ehrsam III | 5,755 | 5,755(1) | | Kathryn Haun | 5,845 | 5,845(2) | | Kelly A. Kramer | 6,294 | 6,294(3) | | Tobias Lütke | 5,396 | 6,641(4) | | Gokul Rajaram | 6,027 | 6,027(5) | | Fred Wilson | — | — |

  13. 2023 Director Compensation

    (1)Consists of an RSU award for 5,755 shares of Class A common stock, granted on June 16, 2023, all of which remain outstanding and subject to the award as of December 31, 2023, that will fully vest on June 14, 2024. All RSU awards are subject to such non-employee director’s continued service through such date.

  14. 2023 Director Compensation

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  15. 2023 Director Compensation

    (2)Consists of an RSU award for 5,845 shares of Class A common stock, granted on June 16, 2023, all of which remain outstanding and subject to the award as of December 31, 2023, that will fully vest on June 14, 2024. All RSU awards are subject to such non-employee director’s continued service through such date. (3)Consists of an RSU award for 6,294 shares of Class A common stock, granted on June 16, 2023, all of which remain outstanding and subject to the award as of December 31, 2023, that will fully vest on June 14, 2024. All RSU awards are subject to such non-employee director’s continued service through such date. (4)Consists of (a) an RSU award for 1,867 shares of Class A common stock, granted on February 2, 2022, of which 1,245 remain outstanding and subject to the award as of December 31, 2023, that vested as to 1/3rd of the total award on each of February 20, 2023 and February 20, 2024, and that will vest as to 1/3 of the total award on February 20, 2025, and (b) an RSU award for 5,396 shares of Class A common stock, granted on June 16, 2023, all of which remain outstanding and subject to the award as of December 31, 2023, that will fully vest on June 14, 2024. All RSU awards are subject to such non-employee director’s continued service through such date. (5)Consists of (a) an RSU award for 5,934 shares of Class A common stock, granted on June 16, 2023, all of which remain outstanding and subject to the award as of December 31, 2023, that will fully vest on June 14, 2024, and (b) an RSU award for 93 shares of Class A common stock, granted on August 1, 2023, all of which remain outstanding and subject to the award as of December 31, 2023, that will fully vest on June 14, 2024. All RSU awards are subject to such non-employee director’s continued service through such date.

  16. 2023 Director Compensation

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  17. 2023 Director Compensation

    PROPOSAL NO. 1:

  18. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Pursuant to the terms of our Certificate of Incorporation, all continuing directors will be elected for annual terms following the expiration of their initial classified terms. For more information on the prior structure of our Board of Directors as a classified board, see the section titled “Board of Directors and Corporate Governance—Declassification of our Board of Directors.”

  19. Nominees for Director

    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, Frederick Ernest Ehrsam III, Kelly A. Kramer, 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 2025 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 seven directors. Stockholders may not cumulate votes for the election of directors.

  20. Compensation Policies and Practices

    | 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 executives to trade through Rule 10b5-1 plans | | | •Maintain a compensation recovery policy to ensure accountability | |

  21. Compensation Model

    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 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.

  22. 2023 Compensation Overview

    2023 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 2023 compensation program largely the same as the 2021 and 2022 compensation programs. In 2023, 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 and Chief Financial Officer under our long-term incentive program in 2023. We provide additional details below with respect to these grants under “—Equity Compensation: Stock Option and RSU Awards to Named Executive Officers.” Ms. Haas voluntarily waived her planned equity awards for 2023, and we did not grant additional equity awards to Mr. Armstrong in 2023. We believe that Mr. Armstrong had 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.” Additionally, in 2023 we granted Ms. Choi the 2023 COO Performance Award (as defined below) 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. We provide additional details below with respect to the 2023 COO Performance Award under “—Equity Compensation: 2023 COO Performance Award.”

  23. Signing and Special Bonuses

    Signing and Special Bonuses While our Named Executive Officers are not eligible to earn annual cash bonuses, we have provided special signing bonuses from time to time to attract talented and experienced executive officers. We have provided these signing bonuses based on individual negotiations which reflect, in large part, compensation opportunities that these executive officers were foregoing from their prior employers, the executive officer’s anticipated role criticality relative to others at our Company, and the determination by our Compensation Committee, Board of Directors, and members of our management, including our Chief Executive Officer, of the essential need to attract and retain these executive officers. Additionally, from time to time, we have provided special one-time achievement cash bonuses in recognition of the accomplishments of an executive officer. In 2023, we did not award any signing bonus or other special bonus to our Named Executive Officers.

  24. Signing and Special Bonuses

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  25. Equity Compensation: Stock Option and RSU Awards to Named Executive Officers

    Equity Compensation: Stock Option and RSU 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 a mix of RSUs and stock options, each with a three-year vesting period, for 2023 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 executives to maintain a focus on long-term growth and company achievements. Accordingly, in February 2023, we granted annual equity awards to all our Named Executive Officers, except for our Chief Executive Officer and our Chief Financial Officer (who voluntarily waived her planned annual equity awards for 2023), under our long-term incentive program in the form of (i) options to purchase shares of our Class A common stock and (ii) RSUs for shares of our Class A common stock, as set forth below. In each case, the stock options and the RSUs vest in equal quarterly installments over three years, commencing on February 20, 2023, subject to the recipient’s continued service with us on each vesting date.

  26. Equity Compensation: Stock Option and RSU Awards to Named Executive Officers

    | Named Executive Officer | Position | Number of Options Granted (#) | Number of RSUs Granted (#) | | Emilie Choi | President & Chief Operating Officer | 185,391 | 133,994 | | Alesia Haas | Chief Financial Officer | — | — | | Paul Grewal | Chief Legal Officer & Secretary | 55,617 | 40,198 | | Lawrence Brock | Chief People Officer | 55,617 | 40,198 |

  27. Equity Compensation: 2023 COO Performance Award

    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.

  28. Equity Compensation: 2023 COO Performance Award

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  29. Equity Compensation: 2023 COO Performance Award

    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. 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, 2023.”

  30. Equity Compensation: 2020 CEO Performance Award

    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, 2023.” 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, 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 CEO Performance Award was achieved on July 8, 2021.

  31. Equity Compensation: 2020 CEO Performance Award

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  32. Equity Compensation: 2020 CEO Performance Award

    | 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 | — | | $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 | — |

  33. Role of Compensation Consultant

    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 2023, 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 2023. The Compensation Committee conducted a specific review of its relationship with Semler Brossy in 2023 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.

  34. Use of Comparative Market Data

    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 peer group for 2023, which peer group remained unchanged from 2022 except that X Corp. (f/k/a Twitter, Inc.) was removed from the peer group due to its acquisition:

  35. Use of Comparative Market Data

    | Airbnb | Palo Alto Networks | Splunk | | Block (Square) | Peloton | The Trade Desk | | DocuSign | Pinterest | Twilio | | DoorDash | Roku | Workday | | Dropbox | Snap | Zoom | | Intuit | Snowflake | |

  36. Use of Comparative Market Data

    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 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.

  37. Executive Employment Agreements

    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. Ms. Choi’s employment letter agreement additionally provides that she will continue to be eligible to receive any unpaid portion of the $1.0 million signing bonus she was entitled to receive under the terms of her original employment letter agreement, less any amounts paid prior to the effective date of her amended and restated agreement. We do not currently provide annual cash bonuses to our Named Executive Officers.

  38. Post-Employment Compensation

    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 (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, 2023.”

  39. Tax and Accounting Considerations

    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 and Deferred Compensation. 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.

  40. 2023 Summary Compensation Table

    2023 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, 2021, 2022 and 2023. Mr. Brock was not a Named Executive Officer in 2021 and 2022, so summary compensation information is only provided for 2023.

  41. 2023 Summary Compensation Table

    | 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 | 2023 | 1,000,000 | — | — | — | 3,704,800(3) | 4,704,800 | | | 2022 | 1,000,000 | — | — | — | 6,465,350(4) | 7,465,350 | | | 2021 | 1,000,000 | — | — | — | 2,267,027(5) | 3,267,027 | | Emilie Choi President & Chief Operating Officer | 2023 | 875,000 | — | 29,834,049(6) | 7,480,527 | 35,037(7) | 38,224,613 | | | 2022 | 873,958 | 62,499(8) | 9,870,254 | 12,600,325 | 92,926(9) | 23,499,963 | | | 2021 | 850,000 | 367,276(8) | — | — | 2,900(10) | 1,220,176 | | Alesia Haas Chief Financial Officer | 2023 | 730,000 | — | — | — | 3,300(10) | 733,300 | | | 2022 | 729,125 | — | 4,935,031 | 6,300,115 | 3,050(10) | 11,967,321 | | | 2021 | 709,000 | — | 15,505,943 | — | 2,900(10) | 16,217,843 | | Paul Grewal Chief Legal Officer & Secretary | 2023 | 730,000 | — | 2,267,167 | 2,244,146 | 3,300(10) | 5,244,613 | | | 2022 | 729,125 | — | 2,960,942 | 3,780,031 | 3,050(10) | 7,473,148 | | | 2021 | 709,000 | — | — | — | 2,900(10) | 711,900 | | Lawrence Brock Chief People Officer | 2023 | 730,000 | — | 2,267,167 | 2,244,146 | 3,300(10) | 5,244,613 |

  42. 2023 Summary Compensation Table

    (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, 2021, 2022, and 2023, 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 Annual Report. For more information on equity awards granted to all of our Named Executive Officers, see the “2023 Grants of Plan-Based Awards Table” below. (3)The amount reported represents costs related to personal security measures for Mr. Armstrong in 2023. (4)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. (5)The amount reported has been corrected to represent (i) $1,987,027 in costs related to personal security measures for Mr. Armstrong and (ii) $280,000 for the payment of a 2021 HSR filing fee for Mr. Armstrong. (6)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. (7)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. (8)The 2021 amount reported reflects (i) $249,996 in a signing bonus received by Ms. Choi pursuant to her employment agreement, which is paid out over time and (ii) $117,280 in a one-time special achievement award. The 2022 amount reported reflects a signing bonus received by Ms. Choi pursuant to her employment agreement, which is paid out over time. The signing bonus is described in greater detail in the section titled “Compensation Discussion and Analysis—Other Compensation Information—Executive Employment Agreements.”

  43. 2023 Summary Compensation Table

    | | 33 |

  44. 2023 Summary Compensation Table

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

  45. 2023 Grants of Plan-Based Awards Table

    2023 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, 2023.

  46. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | 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 ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Type of Award | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | | | Brian Armstrong | — | — | — | — | — | — | — | — | — | | Emilie Choi | PRSU(3) | 4/20/2023 | 200,991 | 401,983 | 803,966 | — | — | — | 22,276,787 | | | RSU(4) | 2/5/2023 | — | — | — | 133,994 | — | — | 7,557,262 | | | Stock Option(4) | 2/5/2023 | — | — | — | — | 185,391 | 74.63 | 7,480,527 | | Alesia Haas | — | — | — | — | — | — | — | — | — | | Paul Grewal | RSU(4) | 2/5/2023 | — | — | — | 40,198 | — | — | 2,267,167 | | | Stock Option(4) | 2/5/2023 | — | — | — | — | 55,617 | 74.63 | 2,244,146 | | Lawrence Brock | RSU(4) | 2/5/2023 | — | — | — | 40,198 | — | — | 2,267,167 | | | Stock Option(4) | 2/5/2023 | — | — | — | — | 55,617 | 74.63 | 2,244,146 |

  47. 2023 Grants of Plan-Based Awards Table

    (1)Amounts in these columns represent a range of payouts possible under the 2023 COO Performance Award. The amount shown in the “Target” column for the award represents 100% of the performance RSUs granted pursuant to the 2023 COO Performance Award, which equals the number of units that would vest if the “Target” performance level were achieved. The “Threshold” level is the minimum level of performance that must be met before any payout may occur and represents 50% of the Target payout amount. The amount shown in the “Maximum” column is 200% of the Target payout amount. Further information about the 2023 COO Performance Award is provided in the section titled “—Compensation Discussion and Analysis—Compensation Model—Equity Compensation: 2023 COO Performance Award.” (2)The amount reported in this column represents the grant date fair value of the award as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the award reported in this column are set forth in Note 18 to the audited consolidated financial statements included in our Annual Report. For Ms. Choi’s 2023 COO Performance Award, the amount reported is based on the probable outcome of the performance conditions at the time of grant (i.e., based on 100% performance). Note that the amounts reported in this column reflect the accounting cost for the applicable award, and do not correspond to the actual economic value that may be received by our Named Executive Officer from such award. (3)Ms. Choi’s 2023 COO Performance Award is subject to milestone vesting: (a) up to 40% of our Class A common stock underlying the stock award is subject to vesting based upon achievement of certain cumulative revenue and cumulative adjusted EBITDA target values, which are separately evaluated, for the period commencing on January 1, 2023 and ending on December 31, 2025, subject to continued service until February 20, 2026 and (b) up to 60% of our Class A common stock underlying the stock 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, subject to continued service through January 15, 2024, 2025 and 2026, respectively, with vesting during each annual tranche capped at target achievement and subject to adjustment (at up to maximum achievement) based on our relative shareholder return during the full period from January 1, 2023 to December 31, 2025. Further information about the 2023 COO Performance Award is provided in the section titled “—Compensation Discussion and Analysis—Compensation Model—Equity Compensation: 2023 COO Performance Award. (4)Each RSU award vests and settles in equal quarterly installments over three years, with the first 1/12th vesting on February 20, 2023, until the award is fully vested on November 20, 2025, in each case subject to continued service on each vesting date. Each option award vests in equal quarterly installments over three years, with the first 1/12th vesting on February 20, 2023, until the award is fully vested on November 20, 2025, in each case subject to continued service on each vesting date. Each option award contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase.

  48. 2023 Grants of Plan-Based Awards Table

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  49. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table provides information on outstanding equity awards held by our Named Executive Officers as of December 31, 2023.

  50. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | EIP Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units That Have Not Vested ($)(2) | | Brian Armstrong | 10/31/2019(3) | 6/3/2019 | 2,753,924 | — | — | 18.71 | 10/30/2029 | — | — | — | — | | | 8/11/2020(4) | — | 3,159,930 | — | 6,133,981 | 23.46 | 8/10/2030 | — | — | — | — | | Emilie Choi | 5/1/2018(5) | 3/5/2018 | 110,000 | — | — | 6.9733 | 4/30/2028 | — | — | — | — | | | 10/31/2019(6) | 6/3/2019 | 1,308,513 | — | — | 18.71 | 10/30/2029 | — | — | — | — | | | 2/9/2022(7) | 2/20/2022 | 133,539 | — | — | 214.50 | 2/9/2032 | — | — | — | — | | | 2/9/2022(8) | 2/20/2022 | — | — | — | — | — | 17,143 | 2,981,511 | — | — | | | 2/5/2023(9) | 11/20/2022 | 185,391 | — | — | 74.63 | 2/5/2033 | — | — | — | — | | | 2/5/2023(10) | 11/20/2022 | — | — | — | — | — | 89,329 | 15,536,100 | — | — | | | 4/20/2023(11) | — | — | — | — | — | — | — | — | 401,983 | 69,912,883 | | Alesia Haas | 5/1/2018(12) | 4/17/2018 | 617,668 | — | — | 6.9733 | 4/30/2028 | — | — | — | — | | | 4/29/2020(13) | 1/1/2020 | 78,433 | — | — | 18.13 | 4/28/2030 | — | — | — | — | | | 2/9/2022(7) | 2/20/2022 | 66,769 | — | — | 214.50 | 2/9/2032 | — | — | — | — | | | 2/9/2022(8) | 2/20/2022 | — | — | — | — | — | 8,571 | 1,490,668 | — | — | | Paul Grewal | 9/21/2020(14) | 8/31/2020 | 401,722 | — | — | 26.26 | 9/20/2030 | — | — | — | — | | | 11/23/2020(14) | 8/31/2020 | 185,304 | — | — | 28.71 | 11/22/2030 | — | — | — | — | | | 12/29/2020(15) | 11/20/2020 | — | — | — | — | — | 57,693 | 10,033,967 | — | — | | | 2/9/2022(7) | 2/20/2022 | 40,061 | — | — | 214.50 | 2/9/2032 | — | — | — | — | | | 2/9/2022(8) | 2/20/2022 | — | — | — | — | — | 5,143 | 894,471 | — | — | | | 2/5/2023(9) | 11/20/2022 | 55,617 | — | — | 74.63 | 2/5/2033 | — | — | — | — | | | 2/5/2023(10) | 11/20/2022 | — | — | — | — | — | 26,799 | 4,660,882 | — | — | | Lawrence Brock | 4/17/2019(14) | 2/25/2019 | 25,994 | — | — | 17.87 | 4/16/2029 | — | — | — | — | | | 2/5/2020(16) | 2/5/2020 | 183,520 | — | — | 18.71 | 2/4/2030 | — | — | — | — | | | 12/29/2020(15) | 2/20/2021 | — | — | — | — | — | 96,705 | 16,818,934 | — | — | | | 2/9/2022(7) | 2/20/2022 | 40,061 | — | — | 214.50 | 2/9/2032 | — | — | — | — | | | 2/9/2022(8) | 2/20/2022 | — | — | — | — | — | 5,143 | 894,471 | — | — | | | 2/5/2023(9) | 11/20/2022 | 55,617 | — | — | 74.63 | 2/5/2033 | — | — | — | — | | | 2/5/2023(10) | 11/20/2022 | — | — | — | — | — | 26,799 | 4,660,882 | — | — |

  51. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    (1)Outstanding stock option and stock awards in this table with a grant date on or before July 17, 2019 were granted under our 2013 Amended and Restated Stock Plan (the “2013 Plan”) and are for shares of Class B common stock. Outstanding stock option and stock awards in this table with a grant date on or before April 1, 2021 were granted under our 2019 Equity Incentive Plan (the “2019 Plan”) and are for shares of Class A common stock. All awards granted after April 1, 2021 were granted under the 2021 Plan and are for shares of Class A common stock. (2)Represents the market value of the shares underlying the stock awards not yet vested as of December 31, 2023, based on the closing price of our Class A common stock on The Nasdaq Global Select Market of $173.92 on December 29, 2023. (3)Vests monthly at the rate of 1/48th of the shares of our Class A common stock underlying the stock option following the vesting commencement date, in each case subject to continued service on each vesting date. This stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase. (4)Subject to milestone vesting: (a) 34% of the shares of our Class A common stock underlying the stock option vest upon the Company Stock Price (as defined below) reaching $200 per share and (b) 13.2% of the total shares underlying the stock option vest for each $40 increase in the Company Stock Price thereafter up to a maximum of $400, subject to certain adjustments and, in each case, subject to continued service as our Chief Executive Officer. For purposes of this stock option, “Company Stock Price” means the volume weighted average price of our

  52. Outstanding Equity Awards at 2023 Fiscal Year-End Table

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  53. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Class A common stock as reported on The Nasdaq Global Select Market for 60 consecutive trading days at any time during the term of the option. (5)Vests with respect to 1/4th of the shares of our Class B common stock underlying the stock option on the one-year anniversary of the vesting commencement date and the remaining 3/4th of the shares underlying the stock option vest in equal monthly installments over three years, in each case subject to continued service on each vesting date. This stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase. (6)Vests monthly at the rate of 1/48th of the shares of our Class A common stock underlying the stock option following the vesting commencement date, in each case subject to continued service on each vesting date. This stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase. (7)Vests in equal quarterly installments over three years, with the first 1/12th vesting on February 20, 2022, until the award is fully vested on November 20, 2024, in each case subject to continued service on each vesting date. This stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase. (8)Vests and settles in equal quarterly installments over three years, with the first 1/12th vesting on February 20, 2022 until the award is fully vested on November 20, 2024, in each case subject to continued service on each vesting date. (9)Vests in equal quarterly installments over three years, with the first 1/12th vesting on February 20, 2023, until the award is fully vested on November 20, 2025, in each case subject to continued service on each vesting date. This stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase. (10)Vests and settles in equal quarterly installments over three years, with the first 1/12th vesting on February 20, 2023 until the award is fully vested on November 20, 2025, in each case subject to continued service on each vesting date. (11)Based on the probable outcome of the performance conditions at the time of grant (i.e., based on 100% performance). This award is subject to milestone vesting: (a) up to 40% of our Class A common stock underlying the stock award is subject to vesting based upon achievement of certain cumulative revenue and cumulative adjusted EBITDA target values, which are separately evaluated, for the period commencing on January 1, 2023 and ending on December 31, 2025, subject to continued service until February 20, 2026 and (b) up to 60% of our Class A common stock underlying the stock 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, subject to continued service through January 15, 2024, 2025 and 2026, respectively, with vesting during each annual tranche capped at target achievement and subject to adjustment (at up to maximum achievement) based on our relative shareholder return during the full period from January 1, 2023 to December 31, 2025. Further information about the 2023 COO Performance Award is provided in the section titled “—Compensation Discussion and Analysis—Compensation Model—Equity Compensation: 2023 COO Performance Award.” (12)Vests with respect to 1/4th of the shares of our Class B common stock underlying the stock option on the one-year anniversary of the vesting commencement date and the remaining 3/4th of the shares underlying the stock option vest in equal monthly installments over three years, in each case subject to continued service on each vesting date. This stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase. (13)Vests monthly at the rate of 1/48th of the shares of our Class A common stock underlying the stock option following the vesting commencement date, in each case subject to continued service on each vesting date. This stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase. (14)Vests with respect to 1/4th of the shares of our Class A common stock underlying the stock option on the one-year anniversary of the vesting commencement date and the remaining 3/4th of the shares underlying the stock option vest in equal monthly installments over three years, in each case subject to continued service on each vesting date. This stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase. (15)Vests and settles with respect to 1/4th of the shares of our Class A common stock underlying the stock award on the one-year anniversary of the vesting commencement date and the remaining 3/4th of the shares underlying the award vest and settle in equal quarterly installments over three years, in each case subject to continued service on each vesting date. (16)Vests monthly at the rate of 1/36th of the shares of our Class A common stock underlying the stock option following the vesting commencement date, in each case subject to continued service on each vesting date. This stock option contains an early-exercise provision and is exercisable as to unvested shares, subject to our right of repurchase.

  54. Outstanding Equity Awards at 2023 Fiscal Year-End Table

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  55. 2023 Stock Option Exercises and Stock Vested Table

    2023 Stock Option Exercises and Stock Vested Table The following table presents, for each of our Named Executive Officers, the number of shares of our common stock acquired upon the exercise of stock options or vesting and settlement of RSUs during the year ended December 31, 2023 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

  56. 2023 Stock Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Brian Armstrong | — | — | — | — | | Emilie Choi | — | — | 153,909 | 11,592,047 | | Alesia Haas | 150,000 | 4,733,213 | 50,017 | 3,767,153 | | Paul Grewal | 88,573 | 10,841,595 | 76,234 | 5,741,684 | | Lawrence Brock | 104,767 | 16,483,380 | 115,247 | 8,680,077 |

  57. 2023 Stock Option Exercises and Stock Vested Table

    (1)These values assume that the fair market value of the Class B common stock underlying certain of the stock options, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares. (2)The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our Class A common stock with respect to Messrs. Grewal and Brock and our Class B common stock, assumed to be equal to our Class A common stock as described in footnote (1) above, with respect to Ms. Haas at exercise and the aggregate exercise price of the stock option. Amounts shown are presented on an aggregate basis for all exercises that occurred during 2023. (3)The aggregate value realized upon the vesting and settlement of an RSU is based on the closing price of a share of our Class A common stock on The Nasdaq Global Select Market on the date of vesting, and if the vesting day falls on a weekend or holiday, the trading day immediately prior to the date of vesting.

  58. 2023 Stock Option Exercises and Stock Vested Table

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  59. Potential Payments Upon Termination or Change of Control as of December 31, 2023

    Potential Payments Upon Termination or Change of Control as of December 31, 2023 Each of our officers, including our Named Executive Officers, has entered into a participation agreement pursuant to which he or she is a beneficiary of our COC Policy. Pursuant to the COC Policy and their respective participation agreements, in the event that the Named Executive Officer is terminated without “cause” or resigns for “good reason” (a “Qualifying Termination”) within three months before, or 12 months following, a “change of control” of the Company (as such terms are defined in the COC Policy), he or she will be entitled to: (i) an amount equal to 12 months of his or her base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum, and (ii) to the extent the Named Executive Officer timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the employer portion of the participant’s premium payments for such continued coverage for a period ending on the earlier of (x) 12 months following the termination date and (y) the date that the Named Executive Officer becomes eligible for coverage under another employer’s plans. In addition, each of the Named Executive Officer’s outstanding equity awards will become vested and exercisable, as applicable, with respect to 100% of the underlying shares, with any performance criteria deemed achieved at the greater of 100% of target or actual projected performance. All such severance payments and benefits are subject to each Named Executive Officer’s execution of a general release of claims against us. Additionally, in the event of a Qualifying Termination outside of the period three months before or 12 months after a “change of control” (as such terms are defined in the COC Policy), each of our Named Executive Officers will be entitled to (i) an amount equal to six months of his or her base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum and (ii) to the extent the Named Executive Officer timely elects to receive continued coverage under our group-healthcare plans, we will continue to pay the employer portion of the participant’s premium payments for such continued coverage for a period ending on the earlier of (x) six months following the termination date and (y) the date that the Named Executive Officer becomes eligible for coverage under another employer’s group-healthcare plans. All such severance payments and benefits are subject to each Named Executive Officer’s execution of a general release of claims against us. Notwithstanding the above, with respect to Mr. Armstrong’s 2020 CEO Performance Award, the stock option award agreement governing the award supersedes any benefits Mr. Armstrong may otherwise be entitled to under the COC Policy with respect to the award. Pursuant to the 2020 CEO Performance Award, in the event of an acquisition (as defined in the stock option award agreement for the 2020 CEO Performance Award) of the Company, the stock price target milestones thereunder will instead be based on the consideration received per share by holders of our Class A common stock at the time of the closing of the acquisition, without giving effect to any contingent payments, effective immediately prior to the effective time of the acquisition transaction. In the event of Mr. Armstrong’s termination without “cause,” resignation for “good reason” or death or “disability” (each as defined in the stock option award agreement), or in the event that we and Mr. Armstrong agree that he will serve as the Chairman of our Board of Directors and in an employee role other than Chief Executive Officer, a specified percentage of the unvested shares subject to the 2020 CEO Performance Award will remain outstanding and eligible to vest in accordance with the stock price target milestones with such specified percentage dependent on the length of service between the grant date of the 2020 CEO Performance Award and Mr. Armstrong’s service as Chief Executive Officer. In the event of a termination outside of these circumstances, all unvested shares at the time of the termination will be forfeited. To the extent vested and exercisable, shares subject to the 2020 CEO Performance Award may be exercised by Mr. Armstrong until the earlier of seven years following his termination, the expiration date of the 2020 CEO Performance Award or an acquisition of the Company. There will be no acceleration of vesting of the 2020 CEO Performance Award upon Mr. Armstrong’s termination (with or without cause), resignation (with or without good reason), death or disability, in the event of an acquisition or termination in connection with an acquisition. Mr. Armstrong must hold any shares that he acquires pursuant to the 2020 CEO Performance Award for one year following the date on which such shares become vested or, if earlier, upon an acquisition of the Company, except to satisfy certain tax withholding obligations, or the 10-year term of the stock option.

  60. Potential Payments Upon Termination or Change of Control as of December 31, 2023

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  61. Potential Payments Upon Termination or Change of Control as of December 31, 2023

    Notwithstanding the above, with respect to Ms. Choi’s 2023 COO Performance Award, the award agreement governing the award supersedes any benefits Ms. Choi may otherwise be entitled to under the COC Policy with respect to the award. In the event that we are subject to a Corporate Transaction (as defined under the 2021 Plan) prior to the end of the Performance Period, then the total number of shares eligible to be received pursuant to the 2023 COO Performance Award will be pro-rated, and the threshold, target and maximum achievement values for the cumulative revenue and cumulative adjusted EBITDA performance factors will be adjusted to account for the pro-ration of the Performance Period. Thereafter, the degree of achievement of the cumulative revenue and cumulative adjusted EBITDA performance factors will be measured based on the degree of achievement as of the last day of the last full fiscal quarter prior to the closing of such Corporate Transaction. The degree of achievement of the relative shareholder return performance factor (with respect to the then-current measurement period and any adjusted vesting for prior measurement periods) will be measured based on the closing price in the Corporate Transaction, without giving effect to any contingent payments; any portion of the 2023 COO Performance Award that would vest based on achievement of the relative shareholder return performance factor for a measurement period that has not yet begun at the time of a Corporate Transaction shall be forfeited. Any vesting in connection with a Corporate Transaction will be subject to Ms. Choi’s continued service immediately prior to the closing of such Corporate Transaction. In the event that Ms. Choi is terminated without “cause,” resigns for “good reason,” becomes “disabled” (each, as defined in the award agreement governing the 2023 COO Performance Award) or dies prior to the end of the Performance Period, then the total number of shares eligible to vest pursuant to the 2023 COO Performance Award will be pro-rated and the threshold, target and maximum achievement values for the cumulative revenue and cumulative adjusted EBITDA performance factors will be adjusted to account for the pro-ration of the Performance Period. Thereafter, the degree of achievement of the cumulative revenue and cumulative adjusted EBITDA performance factors will be measured based on the degree of achievement as of the last day of the last full fiscal quarter prior to the date of such termination. The degree of achievement of the relative shareholder return performance factor (with respect to the then-current measurement period and any adjusted vesting for prior measurement periods) will be measured based on a measurement period ending on the final trading date prior to such termination; any portion of the 2023 COO Performance Award that would vest based on achievement of the relative shareholder return performance factor for a measurement period that has not yet begun at the time of a qualifying termination shall be forfeited. Any vesting in connection with a qualifying termination will be subject to Ms. Choi’s execution of a release in favor of us. The table below sets forth the amount of compensation payable to each Named Executive Officer upon (i) a Qualifying Termination, and (ii) a Qualifying Termination with or following a change of control of Coinbase, in each case in accordance with the COC Policy or, in the case of the 2020 CEO Performance Award and the 2023 COO Performance Award, the applicable award agreement governing such award. The amounts shown in the table below assume that such termination of employment and/or change of control was effective as of December 31, 2023, and thus are estimates of the amounts that would be paid out to the Named Executive Officers in such circumstances.

  62. Potential Payments Upon Termination or Change of Control as of December 31, 2023

    | | Upon a Qualifying Termination - No Change of Control | | | | Upon a Qualifying Termination - Change of Control | | | | Upon a Change of Control - No Qualifying Termination | | | | | | Cash Severance ($)(1) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($) | Total ($) | Cash Severance ($)(1) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($)(2) | Total ($) | Cash Severance($)(1) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($) | Total ($) | | Brian Armstrong | 500,000 | 4,974 | — | 504,974 | 1,000,000 | 9,947 | — | 1,009,947 | — | — | —(3) | — | | Emilie Choi | 437,500 | 15,532 | 32,780,792(4) | 33,233,824 | 875,000 | 31,064 | 32,780,792(5) | 33,686,856 | — | — | 32,780,792(6) | 32,780,792 | | Alesia Haas | 365,000 | 14,070 | — | 379,070 | 730,000 | 28,139 | 2,209,483 | 2,967,622 | — | — | — | — | | Paul Grewal | 365,000 | 14,452 | — | 379,452 | 730,000 | 28,904 | 41,690,390 | 42,449,294 | — | — | — | — | | Lawrence Brock | 365,000 | 14,452 | — | 379,452 | 730,000 | 28,904 | 26,055,761 | 26,814,665 | — | — | — | — |

  63. Potential Payments Upon Termination or Change of Control as of December 31, 2023

    (1)The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2023.

  64. Potential Payments Upon Termination or Change of Control as of December 31, 2023

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  65. Potential Payments Upon Termination or Change of Control as of December 31, 2023

    (2)The value of accelerated vesting for stock options is calculated based on the per share closing price of our Class A common stock on The Nasdaq Global Select Market on December 29, 2023 ($173.92) less, if applicable, the exercise price of each outstanding stock option. The value of accelerated vesting is calculated excluding any out-of-the money stock options, and, in the case of Mr. Armstrong, the 2020 CEO Performance Award is excluded pursuant to the terms of his stock option award agreement. An aggregate of 93,477 shares subject to stock options as of December 31, 2023 were excluded, of which (i) 44,513 were held by Ms. Choi, (ii) 22,256 were held by Ms. Haas, (iii) 13,354 were held by Mr. Grewal and (iv) 13,354 were held by Mr. Brock. (3)As described above, for the 2020 CEO Performance Award, in the event of an acquisition, the degree of performance-based vesting would be determined based on the consideration received in the transaction (without taking into account any contingent consideration). (4)As described above, for the 2023 COO Performance Award, in the event of a qualifying termination, the number of shares eligible to vest will be pro-rated and the threshold, target, and maximum achievement values for the cumulative revenue and cumulative adjusted EBITDA performance factors will be adjusted for the pro-rated performance period. Thereafter, achievement of the cumulative revenue and cumulative adjusted EBITDA performance factors will be based on the degree of achievement as of the end of the last full fiscal quarter prior to the termination. The degree of achievement of the relative shareholder return performance factor (with respect to the then-current measurement period and adjusted vesting for prior measurement periods) will be based on the period ending on the final trading date prior to the termination date; any portion that would vest based on relative shareholder return for a future measurement period shall be forfeited. (5)As described above, for the 2023 COO Performance Award, in the event of a qualifying termination in connection with a corporate transaction, the treatment of the 2023 COO Performance Award will generally be the same as described in footnote 4 above (except that the degree of achievement of the performance metrics will be determined based on periods ending on the earlier of the termination date and the change of control date). (6)As described above, for the 2023 COO Performance Award, in the event of a corporate transaction, the treatment of the 2023 COO Performance Award will generally be the same as described in footnote 4 above (except that the degree of achievement of the performance metrics will be determined based on periods ending on the date of the corporate transaction).

  66. Potential Payments Upon Termination or Change of Control as of December 31, 2023

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  67. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer. This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted this rule, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

  68. Pay Ratio

    Pay Ratio As of December 31, 2023 (the “Determination Date”), the Chief Executive Officer of the Company was Mr. Armstrong. The 2023 total compensation for Mr. Armstrong, as reported in the 2023 Summary Compensation Table, was $4,704,800 and for our median employee was $235,036, resulting in a pay ratio of approximately 21:1.

  69. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our Chief Executive Officer (“CEO”) and our other Named Executive Officers (“Non-CEO NEOs”) and Company performance for the fiscal years listed below. For more information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, see the section titled “Executive Compensation—Compensation Discussion and Analysis.” The information contained in this Pay Versus Performance section will not be incorporated into any of the Company’s filings under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference therein.

  70. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on(5): | | | | | Fiscal Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(4) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income (Loss) ($ in Billions)(6) | Stock Price ($)(7) | | 2023 | 4,704,800 | 680,876,182 | 12,361,785 | 53,452,196 | 53 | 120 | 0.1 | 173.92 | | 2022 | 7,465,350 | (1,362,073,553) | 15,916,740 | (125,780,983) | 11 | 74 | (2.6) | 35.39 | | 2021 | 3,267,027 | 2,118,756,064 | 4,768,927 | 277,238,370 | 77 | 115 | 3.6 | 252.37 |

  71. Pay Versus Performance

    (1) Mr. Armstrong has been our CEO since May 2012. (2)Compensation Actually Paid to our CEO in the table above reflects the following adjustments from the Summary Compensation Table (“SCT”) for the years set forth in the table below. The amounts shown for Compensation Actually Paid to our CEO have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by our CEO during the applicable year.

  72. Pay Versus Performance

    | | CEO | | | | Fiscal Year | 2023 | 2022 | 2021 | | SCT Total | $4,704,800 | $7,465,350 | $3,267,027 | | Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $670,110,000 | $(1,273,645,578) | $1,386,999,851 | | Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $6,061,382 | $(95,893,325) | $728,489,186 | | Compensation Actually Paid | $680,876,182 | $(1,362,073,553) | $2,118,756,064 |

  73. Pay Versus Performance

    (3)The individuals comprising our Non-CEO NEOs for each of fiscal year 2022 and 2021 consist of Emilie Choi, Alesia Haas, Surojit Chatterjee and Paul Grewal. The individuals comprising our Non-CEO NEOs for fiscal year 2023 consist of Emilie Choi, Alesia Haas, Paul Grewal and Lawrence Brock.

  74. Pay Versus Performance

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  75. Pay Versus Performance

    (4)Average Compensation Actually Paid to our Non-CEO NEOs in the table above reflects the following adjustments from the SCT for the years set forth in the table below. The amounts shown for average Compensation Actually Paid to our non-CEO NEOs have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by our non-CEO NEOs during the applicable year.

  76. Pay Versus Performance

    | | Non-CEO NEOs | | | | Fiscal Year | 2023 | 2022 | 2021 | | Average SCT Total | $12,361,785 | $15,916,740 | $4,768,927 | | Less: Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $11,584,300 | $15,068,622 | $3,876,486 | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted During Fiscal Year | $24,543,399 | $2,509,293 | $20,919,202 | | Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year | $16,570,987 | $(80,270,713) | $144,726,114 | | Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $2,471,750 | $3,151,760 | $10,948,391 | | Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $9,088,576 | $(52,019,441) | $99,752,222 | | Average Compensation Actually Paid | $53,452,196 | $(125,780,983) | $277,238,370 |

  77. Pay Versus Performance

    (5)The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P North American Technology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the Annual Report. The comparison assumes $100 was invested for the period starting April 14, 2021, the first day the Company’s Class A common stock began trading on the Nasdaq Global Select Market through the end of the listed year in the Company and in the S&P North American Technology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (6)The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable fiscal year. (7)The stock price reported represents the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Select Market on the last trading day of the applicable fiscal year. We selected stock price as our company-selected measure because Mr. Armstrong’s 2020 CEO Performance Award, a stock option which is earned upon the achievement of performance conditions based on Class A common stock price targets as more fully described under “Executive Compensation—Compensation Discussion and Analysis—Equity Compensation: 2020 CEO Performance Award,” is a significant driver of Mr. Armstrong’s compensation actually paid and is the most significant element of his individual and our overall compensation program due to the significant size of the award. While, aside from the 2020 CEO Performance Award, we do not otherwise use stock price to link compensation actually paid to our Non-CEO NEOs’ performance in making executive compensation decisions, we believe our executives’ incentives are closely aligned with those of our stockholders and the overall performance of the Company by means of the grant of time-based stock options and RSUs, and in the case of Ms. Choi, the 2023 COO Performance Award the values of which are tied to the Company’s stock performance over time. For more information, see the section titled “Executive Compensation—Compensation Discussion and Analysis.”

  78. Pay Versus Performance

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  79. Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and TSR

    Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and TSR

  80. Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Net Income (Loss)

    Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Net Income (Loss)

  81. Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Net Income (Loss)

    | | 44 |

  82. Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Stock Price

    Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Stock Price