DEF 14A of Coinbase Global, Inc.
Filed Apr 24, 2026 · FY20250001679788-26-000045
Nominees for Director
Nominees for Director
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. |
Nominees for Director
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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 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. | | | 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. | | | 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. |
Nominees for Director
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Nominees for Director
| | 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 as a member of the board of directors of Gilead Sciences, Inc., a biopharmaceutical company, since August 2016, Snowflake Inc., a cloud-data platform company, since January 2020, and Figma, Inc., a browser-based platform company, since December 2021. 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. |
Nominees for Director
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Nominees for Director
| | 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 served as the Chairman of the board of directors of Etsy from October 2014 to January 2026 and as Lead Independent Director since January 2026. 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. |
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 program in 2026, 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 in April 2026, which included an increase in the Annual Award (as defined below) from $325,000 to $375,000, an increase in the Additional Annual Award (as defined below) for non-employee directors who serve on the Audit and Compliance Committee from $20,000 to $30,000, an increase in the Additional Annual Award for non-employee directors who serve as chairperson of the Audit and Compliance Committee from $35,000 to $60,000 and an increase in the Additional Annual Award for non-employee directors who serve as chairperson of the Compensation Committee or Nominating and Corporate Governance Committee from
Non-Employee Director Compensation Arrangements
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Non-Employee Director Compensation Arrangements
$25,000 to $30,000. We do not pay management directors for service on our Board of Directors. Moreover, certain of our non-employee directors have waived receipt of compensation under our non-employee director compensation program. Our current non-employee director compensation program is described below.
2025 Director Compensation
2025 Director Compensation The following table provides information for 2025 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2025, other than Mr. Armstrong, our Chairman & Chief Executive Officer. Mr. Armstrong is not included in the table below as he is an
2025 Director Compensation
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2025 Director Compensation
employee and receives no compensation for his service as a director. The compensation received by Mr. Armstrong as an employee is set forth in the section titled “Executive Compensation” below.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4)(5) | Total ($) | | Marc L. Andreessen | — | 339,584 | 339,584 | | Paul Clement(1) | — | 344,603 | 344,603 | | Christa Davies | — | 344,603 | 344,603 | | Frederick Ernest Ehrsam III | — | 339,584 | 339,584 | | Kelly A. Kramer | 67,026 | 374,428 | 441,454 | | Chris Lehane | — | 324,819 | 324,819 | | Tobias Lütke | — | 324,819 | 324,819 | | Gokul Rajaram | 67,026 | 364,388 | 431,414 | | Fred Wilson(2) | — | — | — |
2025 Director Compensation
(1)On April 7, 2026, Mr. Clement notified our Board of Directors that he would not stand for re-election at the Annual Meeting, and would therefore step down as a director upon the expiration of his term at the conclusion of the Annual Meeting. (2)Mr. Wilson waived all equity compensation payable to him for his service on our Board of Directors during 2025. (3)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. (4)The amounts reported in this column represent the aggregate grant date fair value of RSUs for Class A common stock made to directors in 2025, 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 16 to our consolidated financial statements included in our Annual Report. (5)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, 2025 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, 2025:
2025 Director Compensation
| | Stock Awards | | | Name | Number of Shares Underlying Stock Awards Granted in the Year Ended December 31, 2025 (#) | Number of Shares Underlying Unvested Stock Awards Held as of December 31, 2025 (#) | | Marc L. Andreessen | 1,150 | 1,150(1) | | Paul Clement | 1,167 | 2,663(2) | | Christa Davies | 1,167 | 2,663(2) | | Frederick Ernest Ehrsam III | 1,150 | 1,150(1) | | Kelly A. Kramer | 1,268 | 1,268(3) | | Chris Lehane | 1,100 | 2,596(4) | | Tobias Lütke | 1,100 | 1,100(5) | | Gokul Rajaram | 1,234 | 1,234(6) | | Fred Wilson | — | — |
2025 Director Compensation
(1)Consists of an RSU award for 1,150 shares of Class A common stock, granted on June 18, 2025, all of which remained outstanding and subject to the award as of December 31, 2025. The RSU award will fully vest on June 16, 2026, subject to such non-employee director’s continued service through such date.
2025 Director Compensation
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2025 Director Compensation
(2)Consists of (a) an RSU award for 2,244 shares of Class A common stock, granted on July 24, 2024, of which 1,496 shares remained outstanding and subject to the award as of December 31, 2025, that vested as to 1/3rd of the total award on August 20, 2025, and that will vest as to 1/3 of the total award on each of August 20, 2026 and August 20, 2027 and (b) an RSU award for 1,167 shares of Class A common stock, granted on June 18, 2025, all of which remained outstanding and subject to the award as of December 31, 2025, that will fully vest on June 16, 2026. All RSU awards are subject to such non-employee director’s continued service through such date. (3)Consists of an RSU award for 1,268 shares of Class A common stock, granted on June 18, 2025, all of which remained outstanding and subject to the award as of December 31, 2025. The RSU award will fully vest on June 16, 2026, subject to such non-employee director’s continued service through such date. (4)Consists of (a) an RSU award for 2,244 shares of Class A common stock, granted on July 24, 2024, of which 1,496 remained outstanding and subject to the award as of December 31, 2025, that vested as to 1/3rd of the total award on August 20, 2025, and that will vest as to 1/3 of the total award on each of August 20, 2026 and August 20, 2027 and (b) an RSU award for 1,100 shares of Class A common stock, granted on June 18, 2025, all of which remained outstanding and subject to the award as of December 31, 2025, that will fully vest on June 16, 2026. All RSU awards are subject to such non-employee director’s continued service through such date. (5)Consists of an RSU award for 1,100 shares of Class A common stock, granted on June 18, 2025, all of which remained outstanding and subject to the award as of December 31, 2025, that will fully vest on June 16, 2026. All RSU awards are subject to such non-employee director’s continued service through such date. (6)Consists of an RSU award for 1,234 shares of Class A common stock, granted on June 18, 2025, all of which remained outstanding and subject to the award as of December 31, 2025. The RSU award will fully vest on June 16, 2026, subject to such non-employee director’s continued service through such date.
2025 Director Compensation
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2025 Director Compensation
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
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, 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 2027 annual meeting of shareholders 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 nine directors. Shareholders may not cumulate votes for the election of directors.
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 | | •Ensure that the vast majority of our executive pay is in the form of equity and is "at risk" | •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 | |
2025 Compensation Overview
2025 Compensation Overview Our Compensation Committee reviews compensation for our Named Executive Officers on an annual basis. At the 2025 annual meeting of shareholders, our say-on-pay proposal received over 97% support from shareholders. In 2025, 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 shareholders, 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 2025. 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 2025. 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 shareholders. We provide additional details below with respect to the 2020 CEO Performance Award under “—Equity Compensation: 2020 CEO Performance Award.”
Equity Compensation: Awards to Named Executive Officers
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 shareholder alignment, the Compensation Committee determined to use RSUs with a three-year vesting period for the 2025 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 2025, 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 having occurred on May 20, 2025, subject to the recipient’s continued service with us on each vesting date.
Equity Compensation: Awards to Named Executive Officers
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Equity Compensation: Awards to Named Executive Officers
| Named Executive Officer | Position | Number of RSUs Granted (#) | | Emilie Choi | President & Chief Operating Officer | 72,910 | | Alesia Haas | Chief Financial Officer | 49,214 | | Paul Grewal | Chief Legal Officer & Secretary | 36,455 | | Lawrence Brock | Chief People Officer | 32,809 |
Equity Compensation: Awards to Named Executive Officers
In addition, in February 2025, in recognition of Mr. Grewal’s performance and to remain competitive with the market, the Compensation Committee approved an additional one-time grant of 36,455 RSUs to Mr. Grewal of which 1/12th vested on February 20, 2026, and thereafter will vest in equal quarterly installments through November 2028, subject to Mr. Grewal’s continued service with us on each vesting date.
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 2023 COO Performance Award was fully vested as of the date of this Proxy Statement. The number of shares that Ms. Choi could earn pursuant to the 2023 COO Performance Award was based on achievement of the following three performance metrics: •Revenue: Up to 20% of the 2023 COO Performance Award was 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. The threshold, target, and maximum achievement levels for cumulative revenue were $12.6 billion, $14.65 billion, and $16.7 billion, respectively, corresponding to payouts of 50%, 100%, and 200% of the target values, with linear interpolation for performance between such levels. Actual cumulative revenue for the Performance Period was $16.85 billion, which exceeded the maximum achievement level. •Adjusted EBITDA: Up to 20% of the 2023 COO Performance Award was 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. The threshold, target, and maximum achievement levels for cumulative adjusted EBITDA were $1.8 billion, $3.2 billion, and $4.9 billion, respectively, corresponding to payouts of 50%, 100%, and 200% of the target values, with linear interpolation for performance between such levels. Actual cumulative adjusted EBITDA for the Performance Period was $7.1 billion, which exceeded the maximum achievement level. •Relative Shareholder Return: Up to 60% of the 2023 COO Performance Award was subject to vesting in three 20% tranches based upon achievement of a relative shareholder return target value for the three annual periods comprising the Performance Period (with vesting for each tranche capped at target achievement, except as otherwise described below), 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, our total relative shareholder return for the full Performance Period was evaluated, and each applicable tranche of the 2023 COO Performance Award that vested on the basis of relative shareholder return for the applicable annual period was adjusted (up to the maximum degree of achievement for each such tranche),
Equity Compensation: 2023 COO Performance Award
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Equity Compensation: 2023 COO Performance Award
such that the achievement of each annual tranche that vested on the basis of relative shareholder return for such annual period was at least equal to the degree of achievement for the full Performance Period. The Compensation Committee chose rigorous performance metrics and set achievement levels for the metrics underlying the 2023 COO Performance Award in such a manner as to be challenging to attain. 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 during the 2023 calendar year. 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 during the 2024 calendar year. On January 15, 2026, 321,588 shares of Class A common stock, which represented an additional 80% of the 2023 COO Performance Award, vested pursuant to the true-up provisions of the award based on our achievement of relative total shareholder return above the 75th percentile of the S&P 500 Index over the cumulative performance period ending December 31, 2025 (representing a true-up of shares from previously capped annual tranches). On February 20, 2026, 321,586 shares of Class A common stock, which represented an additional 80% of the 2023 COO Performance Award, vested based on our cumulative revenue and cumulative adjusted EBITDA, each of which exceeded the maximum achievement level over the Performance Period. The terms of the award agreement governing the 2023 COO Performance Award superseded any benefits Ms. Choi would otherwise have been entitled to receive under the COC Policy (as defined below) with respect to the 2023 COO Performance Award during the term of the award. For more information, see the section below titled “—Compensation Tables—Potential Payments Upon Termination or Change of Control as of December 31, 2025.”
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 shareholders 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
Equity Compensation: 2020 CEO Performance Award
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Equity Compensation: 2020 CEO Performance Award
titled “—Compensation Tables—Potential Payments Upon Termination or Change of Control as of December 31, 2025.” 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 shareholders. 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 shareholders. 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, the second tranche was achieved on February 4, 2025 and the third tranche was achieved on September 12, 2025.
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 | 2/4/2025 | | $280 per share | 13.2 | 1,226,796 | 9/12/2025 | | $320 per share | 13.2 | 1,226,796 | — | | $360 per share | 13.2 | 1,226,797 | — | | $400 per share | 13.2 | 1,226,796 | — |
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.
Role of Compensation Consultant
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Role of Compensation Consultant
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 2025, 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 2025. The Compensation Committee conducted a specific review of its relationship with Semler Brossy in 2025 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.
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 compensation peer group for 2025. 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 Dropbox, Inc. and Splunk Inc. from our compensation peer group and added eBay Inc., Netflix, Inc., PayPal Holdings, Inc., Salesforce, Inc. and Uber Technologies, Inc.
Use of Comparative Market Data
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Use of Comparative Market Data
| Airbnb | Palo Alto Networks | Snowflake | | Block | PayPal | The Trade Desk | | DocuSign | Pinterest | Twilio | | DoorDash | Robinhood | Uber | | eBay | Salesforce | Workday | | Intuit | Shopify | Zoom | | Netflix | Snap | |
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 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.
Annual Cash Bonus Program
Annual Cash Bonus Program Effective for fiscal year 2026, the Compensation Committee has adopted an annual cash bonus program for the Named Executive Officers, other than our Chief Executive Officer. This decision followed a comprehensive review of our executive compensation philosophy and program conducted with Semler Brossy in early 2026. Historically, executive compensation consisted primarily of base salary and long-term equity incentives, a structure which remained in place through the end of fiscal year 2025. The new annual cash bonus program is intended to better align the executive total pay mix with market practice, support continued market competitiveness, and further enhance our pay for performance philosophy. Cash bonus payouts will be tied to the achievement of pre-established operating income targets. Additional details regarding the program and its outcomes will be included in our 2027 proxy statement.
2026 COO Performance Award
2026 COO Performance Award In February 2026, the Compensation Committee granted Ms. Choi an award of performance RSUs covering a target of 212,999 shares of our Class A common stock and up to a maximum of 425,998 shares of our Class A common stock (the “2026 COO Performance Award”). The 2026 COO Performance Award is subject to vesting based upon achievement of certain cumulative revenue, cumulative adjusted EBITDA, and relative total shareholder return target values for the period commencing January 1, 2026 and ending on December 31, 2028, subject to her continued employment.
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.
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, 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, 2025.”
Equity Award Grant Practices
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.
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. 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 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.
2025 Summary Compensation Table
2025 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, 2025, 2024, and 2023.
2025 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 | 2025 | 1,000,000 | — | — | — | 8,713,000(3) | 9,713,000 | | | 2024 | 1,000,000 | — | — | — | 6,235,090(4) | 7,235,090 | | | 2023 | 1,000,000 | — | — | — | 3,704,800(5) | 4,704,800 | | Emilie Choi President & Chief Operating Officer | 2025 | 875,000 | — | 19,999,942 | — | 1,321,839(6) | 22,196,781 | | | 2024 | 875,000 | — | 19,999,859 | — | 81,530(7) | 20,956,389 | | | 2023 | 875,000 | — | 29,834,049(8) | 7,480,527 | 35,037(9) | 38,224,613 | | Alesia Haas Chief Financial Officer | 2025 | 730,000 | — | 13,499,892 | — | 10,500(10) | 14,240,392 | | | 2024 | 730,000 | — | 9,999,930 | — | 3,450(10) | 10,733,380 | | | 2023 | 730,000 | — | — | — | 3,300(10) | 733,300 | | Paul Grewal Chief Legal Officer & Secretary | 2025 | 730,000 | — | 19,999,942 | — | 10,500(10) | 20,740,442 | | | 2024 | 730,000 | — | 7,499,912 | — | 3,450(10) | 8,233,362 | | | 2023 | 730,000 | — | 2,267,167 | 2,244,146 | 3,300(10) | 5,244,613 | | Lawrence Brock Chief People Officer | 2025 | 730,000 | — | 8,999,837 | — | 10,500(10) | 9,740,337 | | | 2024 | 730,000 | — | 7,499,912 | — | 3,450(10) | 8,233,362 | | | 2023 | 730,000 | — | 2,267,167 | 2,244,146 | 3,300(10) | 5,244,613 |
2025 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, 2025, 2024, 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 16 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 “2025 Grants of Plan-Based Awards Table” below. (3)The amount reported represents (i) $7,643,834 in costs related to personal security measures for Mr. Armstrong in 2025 and (ii) personal air travel expenses in the amount of $1,069,166 in 2025, which represents the incremental cost to Coinbase for personal use of private chartered aircraft pursuant to our chartered aircraft policy. The incremental cost to us was based on the amount invoiced to us by either the private chartered aircraft company or Mr. Armstrong for non-business travel. On occasion, guests of Mr. Armstrong may accompany him on private chartered aircraft during business trips at a de minimis or no incremental cost to Coinbase. Additional information is set forth in the above section entitled “Other Compensation Information—Welfare and Other Benefits.” (4)The amount reported represents costs related to personal security measures for Mr. Armstrong in 2024. (5)The amount reported represents costs related to personal security measures for Mr. Armstrong in 2023. (6)The amount reported represents (i) $43,567 in costs related to personal security measures for Ms. Choi in 2025 and (ii) personal air travel expenses in the amount of $1,278,272 in 2025, which represents the incremental cost to Coinbase for personal use of private chartered aircraft pursuant to our chartered aircraft policy. The incremental cost to us was based on the amount invoiced to us by either the private chartered aircraft company or Ms. Choi for non-business travel. On occasion, guests of Ms. Choi may accompany her on private chartered aircraft during business trips at a de minimis or no incremental cost to Coinbase. Additional information is set forth in the above section entitled “Other Compensation Information—Welfare and Other Benefits.”
2025 Summary Compensation Table
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2025 Summary Compensation Table
(7)The amount reported represents (i) Section 401(k) Plan matching contributions of $3,450 and (ii) $78,080 in costs related to personal security measures for Ms. Choi in 2024. (8)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. (9)The amount reported represents (i) Section 401(k) Plan matching contributions of $3,300 and (ii) $31,737 in costs related to personal security measures for Ms. Choi in 2023. (10)The amount reported represents Section 401(k) Plan matching contributions.
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made to the Named Executive Officers during the year ended December 31, 2025.
2025 Grants of Plan-Based Awards Table
| | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock Awards ($)(1) | | Name | Type of Award | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | | Brian Armstrong | — | — | — | — | — | — | — | — | | Emilie Choi | RSU(2) | 2/15/25 | — | — | — | 72,910 | — | 19,999,942 | | Alesia Haas | RSU(2) | 2/15/25 | — | — | — | 49,214 | — | 13,499,892 | | Paul Grewal | RSU(2) | 2/15/25 | — | — | — | 36,455 | — | 9,999,971 | | | RSU(3) | 2/15/25 | — | — | — | 36,455 | — | 9,999,971 | | Lawrence Brock | RSU(2) | 2/15/25 | — | — | — | 32,809 | — | 8,999,837 |
2025 Grants of Plan-Based Awards Table
(1)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 2 to the audited consolidated financial statements included in our Annual Report. 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. (2)Each RSU award vests and settles in equal quarterly installments over three years, with the first 1/12th vesting on May 20, 2025, until the award is fully vested on February 20, 2028, in each case subject to continued service on each vesting date. (3)The RSU award vests and settles in equal quarterly installments over three years, with the first 1/12th vesting on February 20, 2026, until the award is fully vested on November 20, 2028, in each case subject to continued service on each vesting date.
2025 Grants of Plan-Based Awards Table
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Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table provides information on outstanding equity awards held by our Named Executive Officers as of December 31, 2025.
Outstanding Equity Awards at 2025 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 (#) | Equity Incentive Plan 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 | 2,593,924 | — | — | 18.71 | 10/30/2029 | — | — | — | — | | | 8/11/2020(4) | — | 5,613,522 | — | 3,680,389 | 23.46 | 8/10/2030 | — | — | — | — | | Emilie Choi | 5/1/2018(5) | 3/5/2018 | 10,000 | — | — | 6.97 | 4/30/2028 | — | — | — | — | | | 10/31/2019(6) | 6/3/2019 | 774,332 | — | — | 18.71 | 10/30/2029 | — | — | — | — | | | 2/9/2022(7) | 2/20/2022 | 133,539 | — | — | 214.50 | 2/9/2032 | — | — | — | — | | | 2/5/2023(8) | 11/20/2022 | 185,391 | — | — | 74.63 | 2/5/2033 | — | — | — | — | | | 4/20/2023(9) | — | — | — | — | — | — | — | — | 643,174 | 145,447,368 | | | 2/10/2024(10) | 11/20/2023 | — | — | — | — | — | 46,951 | 10,617,499 | — | — | | | 2/15/2025(11) | 2/20/2025 | — | — | — | — | — | 54,682 | 12,365,787 | — | — | | Alesia Haas | 5/1/2018(12) | 4/17/2018 | 617,668 | — | — | 6.97 | 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 | — | — | — | — | | | 2/10/2024(10) | 11/20/2023 | — | — | — | — | — | 23,476 | 5,308,863 | — | — | | | 2/15/2025(11) | 2/20/2025 | — | — | — | — | — | 36,910 | 8,346,827 | — | — | | Paul Grewal | 9/21/2020(14) | 8/31/2020 | 131,722 | — | — | 26.26 | 9/20/2030 | — | — | — | — | | | 11/23/2020(14) | 8/31/2020 | 185,304 | — | — | 28.71 | 11/22/2030 | — | — | — | — | | | 2/9/2022(7) | 2/20/2022 | 40,061 | — | — | 214.50 | 2/9/2032 | — | — | — | — | | | 2/5/2023(8) | 11/20/2022 | 55,617 | — | — | 74.63 | 2/5/2033 | — | — | — | — | | | 2/10/2024(10) | 11/20/2023 | — | — | — | — | — | 17,607 | 3,981,647 | — | — | | | 2/15/2025(11) | 2/20/2025 | — | — | — | — | — | 27,341 | 6,182,894 | — | — | | | 2/15/2025(15) | 2/20/2025 | — | — | — | — | — | 36,455 | 8,243,934 | — | — | | Lawrence Brock | 4/17/2019(14) | 2/25/2019 | 3 | — | — | 17.87 | 4/16/2029 | — | — | — | — | | | 2/9/2022(7) | 2/20/2022 | 20,498 | — | — | 214.50 | 2/9/2032 | — | — | — | — | | | 2/5/2023(8) | 11/20/2022 | 19,878 | — | — | 74.63 | 2/5/2033 | — | — | — | — | | | 2/10/2024(10) | 11/20/2023 | — | — | — | — | — | 17,607 | 3,981,647 | — | — | | | 2/15/2025(11) | 2/20/2025 | — | — | — | — | — | 24,607 | 5,564,627 | — | — |
Outstanding Equity Awards at 2025 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, 2025, based on the closing price of our Class A common stock on The Nasdaq Global Select Market of $226.14 on December 31, 2025. (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
Outstanding Equity Awards at 2025 Fiscal Year-End Table
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Outstanding Equity Awards at 2025 Fiscal Year-End Table
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 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 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. (9)Based on the achievement of the goals at target (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. The tranche with respect to the annual period commencing January 1, 2023 and ending December 31, 2023 vested at target in January 2024 and the tranche with respect to the annual period commencing January 1, 2024 and ending December 31, 2024 vested at target in January 2025 and are not included in the table above. Subsequent to fiscal year-end, 321,588 shares of Class A common stock vested on January 15, 2026 based on the relative shareholder return true-up and 321,586 shares of Class A common stock vested on February 20, 2026 based on cumulative revenue and cumulative adjusted EBITDA performance. These 643,174 shares of Class A common stock are reflected in the table above as outstanding as of 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.” (10)Vests and settles in equal quarterly installments over three years, with the first 1/12th vesting on February 20, 2024 until the award is fully vested on November 20, 2026, in each case subject to continued service on each vesting date. (11)Vests and settles in equal quarterly installments over three years, with the first 1/12th vesting on May 20, 2025 until the award is fully vested on February 20, 2028, in each case subject to continued service on each vesting date. (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 in equal quarterly installments over three years, with the first 1/12th vesting on February 20, 2026 until the award is fully vested on November 20, 2028, in each case subject to continued service on each vesting date.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
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2025 Stock Option Exercises and Stock Vested Table
2025 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, 2025 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.
2025 Stock Option Exercises and Stock Vested Table
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Brian Armstrong | 160,000 | 39,133,852 | — | — | | Emilie Choi | 100,000 | 30,390,270 | 190,241 | 51,278,358 | | Alesia Haas | — | — | 35,779 | 9,521,086 | | Paul Grewal | 110,000 | 26,650,546 | 40,119 | 10,662,734 | | Lawrence Brock | — | — | 39,207 | 10,418,340 |
2025 Stock Option Exercises and Stock Vested Table
(1)The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of a share of our Class A common stock on the date of exercise and the aggregate exercise price of the stock option. Amounts shown are presented on an aggregate basis for all exercises that occurred during 2025. (2)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.
2025 Stock Option Exercises and Stock Vested Table
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Potential Payments Upon Termination or Change of Control as of December 31, 2025
Potential Payments Upon Termination or Change of Control as of December 31, 2025
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, shareholders 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 shareholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.
Pay Ratio
Pay Ratio As of December 31, 2025, the Chief Executive Officer of the Company was Mr. Armstrong. The 2025 total compensation for Mr. Armstrong, as reported in the 2025 Summary Compensation Table, was $9,713,000 and the 2025 total compensation for our median employee was $217,526, resulting in a pay ratio of approximately 45:1.
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.
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) | | 2025 | 9,713,000 | 37,243,000 | 16,729,488 | 12,015,778 | 69 | 209 | 1.3 | 226.14 | | 2024 | 7,235,090 | 523,635,090 | 12,039,123 | 42,082,320 | 76 | 163 | 2.6 | 248.30 | | 2023 | 4,704,800 | 680,876,182 | 12,361,785 | 69,907,750 | 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 |
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.
Pay Versus Performance
| | CEO | | | | | | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total | $9,713,000 | $7,235,090 | $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 | $(113,260,000) | $516,400,000 | $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 | $140,790,000 | $— | $6,061,382 | $(95,893,325) | $728,489,186 | | Compensation Actually Paid | $37,243,000 | $523,635,090 | $680,876,182 | $(1,362,073,553) | $2,118,756,064 |
Pay Versus Performance
(3)The individuals comprising our Non-CEO NEOs for each of fiscal years 2022 and 2021 consist of Emilie Choi, Alesia Haas, Surojit Chatterjee and Paul Grewal. The individuals comprising our Non-CEO NEOs for each of fiscal years 2025, 2024 and 2023 consist of Emilie Choi, Alesia Haas, Paul Grewal and Lawrence Brock. (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. The amounts reported for Average Compensation Actually Paid to our Non-CEO NEOs for fiscal years 2024 and 2023 have been updated from the previously disclosed amounts of $38,535,438 for 2024 and $53,452,196 for 2023 to correct an error in the calculation of the fair value of the 2023 COO Performance Award.
Pay Versus Performance
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Pay Versus Performance
| | Non-CEO NEOs | | | | | | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | Average SCT Total | $16,729,488 | $12,039,123 | $12,361,785 | $15,916,740 | $4,768,927 | | Less: Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(15,624,903) | $(11,249,903) | $(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 | $10,176,017 | $13,115,206 | $46,994,844 | $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 | $(3,965,938) | $16,189,784 | $12,799,811 | $(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 | $3,205,529 | $6,046,276 | $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 | $1,495,584 | $5,941,835 | $6,863,860 | $(52,019,441) | $99,752,222 | | Average Compensation Actually Paid | $12,015,778 | $42,082,320 | $69,907,750 | $(125,780,983) | $277,238,370 |
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 shareholders 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.”
Pay Versus Performance
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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
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)
Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Net Income (Loss)
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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