Coinbase Global (COIN) DEF 14ADefinitive proxy

Dear Stockholders:

We invite you to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of Coinbase Global, Inc., a Delaware corporation, which will be held virtually on Friday, June 16, 2023 at 10:00 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/COIN2023, where you will be able to listen to the meeting live and vote your shares online during the meeting, just as you could at an in-person meeting. We believe that a virtual stockholder meeting is aligned with our values as a remote-first company and enables participation from our global community.

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

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

Our Board of Directors has fixed the close of business on April 18, 2023 as the record date for the Annual Meeting. Only stockholders of record on April 18, 2023 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available upon request for examination for 10 days prior to the Annual Meeting by contacting us via email at investor@coinbase.com. Further information regarding voting rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the Proxy Statement.

The Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) is first being mailed on or about April 28, 2023 to all stockholders entitled to vote at the Annual Meeting. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials to attend the Annual Meeting.

Every stockholder vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by internet, telephone, or mail to ensure your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the Annual Meeting. Returning the proxy does not affect your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. For additional instructions on attending the Annual Meeting or voting your shares, please refer to the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” in the Proxy Statement.

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

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

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

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

Coinbase Global, Inc., a Delaware corporation (referred to herein as the “Company,” “Coinbase,” “we,” “us,” or “our”), is strongly committed to sound corporate governance practices. These practices provide an important framework within which our Board of Directors and management can pursue our strategic objectives with a view to enhancing long-term value for our stockholders. All of our directors, other than Mr. Armstrong, are independent within the meaning of the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”).

The following table includes information regarding each of the members of our Board of Directors, including their age, occupation, and length of service on our Board of Directors as of March 31, 2023. In addition, a biographical description for each is set forth below the table.

There are no family relationships among our directors and executive officers.

Our restated certificate of incorporation (the “Certificate of Incorporation”) initially established a classified board of directors, divided in three classes with staggered three-year terms. Under the classified board of directors structure, only one class of directors would be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder for their respective three-year terms. Under the classified board of directors structure: (i) directors in Class I, consisting of Frederick Ernest Ehrsam III and Fred Wilson, were to stand for election at the annual meeting of stockholders to be held in 2022; (ii) directors in Class II, consisting of Kathryn Haun, Kelly A. Kramer, and Gokul Rajaram, were to stand for election at the Annual Meeting; and (iii) directors in

Pursuant to the terms of our Certificate of Incorporation, our Board of Directors remained classified until the date on which the Company certified that Brian Armstrong, the Chairman of our Board of Directors and Chief Executive Officer, and his affiliated entities held a majority of the voting power of all the then-outstanding shares of our capital stock entitled to vote (we refer to such date as a “staggered board end date”).

Subsequent to Mr. Armstrong becoming the beneficial owner of over a majority of the voting power of our outstanding capital stock in May 2021 and upon the direction of our Board of Directors, the Company certified Mr. Armstrong’s voting power, resulting in a staggered board end date. Pursuant to the terms of our Certificate of Incorporation, following each staggered board end date, all directors will be elected for annual terms following the expiration of their initial classified terms. If, following any staggered board end date, Mr. Armstrong and his affiliated entities cease to hold a majority of the voting power of all the then-outstanding shares of our capital stock, our Board of Directors will revert to being divided in three classes with staggered three-year terms as described above until a subsequent staggered board end date.

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

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

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

The Board of Directors believes that it is currently in the best interest of Coinbase and its stockholders for Brian Armstrong to serve in both roles. While our independent directors bring experience, oversight, and expertise from outside of our Company, Mr. Armstrong brings current Company-specific experience and insight developed from co-founding and leading Coinbase since its inception. Our Board of Directors believes that Mr. Armstrong’s strategic vision for our business, his in-depth knowledge of our platform and operations and the crypto industry, and his experience as our Chief Executive Officer since 2012 make him well qualified to serve as both our Chairman & Chief Executive Officer.

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

Our Board of Directors believes that the responsibilities assigned to Mr. Wilson as our Lead Independent Director helps ensure a dedicated, independent, and active Board of Directors and, moreover, that the leadership structure of Mr. Wilson serving as our Lead Independent Director and Mr. Armstrong’s combined role of Chairman & Chief Executive Officer creates an appropriate balance in our leadership, enabling strong leadership while

The table below provides certain highlights of the composition of our Board of Directors as of March 31, 2023. Each of the categories listed in the table below has the meaning set forth in Nasdaq Rule 5605(f).

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

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

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

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

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

None of the current members of our Compensation Committee, or any member that served during the fiscal year ended December 31, 2022, is or has been at any time an officer or employee of our Company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Compensation Committee or our Board of Directors.

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

Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of our Board of Directors from time to time, our Board of Directors has not adopted a specific set of minimum qualifications, qualities, or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory, and Nasdaq listing requirements and the provisions of our Certificate of Incorporation, Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Policy, and charters of the committees of our Board of Directors. In its evaluation of director candidates, our Nominating and Corporate Governance Committee will consider the current size and composition, organization and governance of our Board of Directors, and the needs of our Board of Directors and its committees. In addition, the Nominating and Corporate Governance Committee may take into consideration many other factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry, and ability to devote adequate time and effort to responsibilities of our Board of Directors in the context of its existing composition. While we have no formal policy regarding board diversity for our Board of Directors as a whole nor for each individual member, the Nominating and Corporate Governance Committee does consider such additional factors as gender, race, ethnicity and experience, area of expertise, as well as other individual attributes that contribute to the total diversity of viewpoints and experience represented on the Board of Directors. Our Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

Through the nomination process, the Nominating and Corporate Governance Committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our Board of Directors’ overall effectiveness. The brief biographical description of each director set forth above in the sections titled “—Nominees for Director” and “—Continuing Directors” includes a summary of the individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of our Board of Directors at this time.

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

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

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

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

Pursuant to our Corporate Governance Policy, we invite and encourage each member of our Board of Directors to attend our annual meetings of stockholders. Seven members of our Board of Directors attended the 2022 annual meeting of stockholders.

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

With oversight from our Board of Directors, the Audit and Compliance Committee is primarily responsible for assisting our Board of Directors in fulfilling its oversight responsibilities relating to risk assessment and management and providing periodic risk oversight updates to our Board of Directors. The Audit and Compliance Committee oversees our process and policies for determining risk tolerance and reviews significant risk exposures and management’s strategies for adequately mitigating and managing the identified risks. The Audit and Compliance Committee has established the Enterprise Risk Management Working Group (“ERMWG”), comprised of members of our senior management team and other senior leaders, to provide executive oversight of our enterprise risk management program. Our ERMWG has sub-working groups, led by senior members of management, that meet periodically to review and discuss emerging and key risks, legal and compliance matters and financial risks impacting us and provide regular updates to the ERMWG. Legal risks are reported to our Chief Legal Officer, compliance risks are reported to our Chief Compliance Officer, financial risks (e.g., financial reporting and stability, counterparty and credit risk, market risk, liquidity risk and payments risks) are reported to our Chief Financial Officer, and cybersecurity and related risks are reported to our Chief Security Officer. These executives provide regular updates to the Audit and Compliance Committee on applicable risks. In addition to these risk topics, the Audit and Compliance Committee also regularly receives updates from our management team on topics such as significant incidents and applicable remediation plans and statuses, risk metrics, escalated risk topics and risk assessment findings. Our enterprise risk management team also consults external experts as needed to review our risk program capabilities and help us anticipate risk trends. These updates are designed to provide timely visibility to our Audit and Compliance Committee about the identification and assessment of key risks, our risk mitigation strategies, and ongoing developments. The Audit and Compliance Committee also reviews our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our procedures and related policies with respect to financial risk assessment and management. Our Audit and Compliance Committee reports to our Board of Directors regarding the key risk matters and topics discussed above. Further, the Audit and Compliance Committee's risk oversight process aligns with our disclosure controls and procedures. Our quarterly and annual financial statements and related disclosures are reviewed by our Disclosure Committee, comprised of our Audit and Compliance Committee chairperson, our Chief Financial Officer, our Chief Legal Officer, Chief Accounting Officer and leaders across the business who participate in the risk assessment and management practices described above. Only after review by our disclosure committee and external auditor are the financial statements and related disclosures reviewed and approved by our Audit and Compliance Committee and our Board of Directors, as applicable, and then filed with the SEC.

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

Securing the personal information and other data of our users, customers, employees, partners, and other third parties is important to us. We have adopted physical, technological, and administrative controls to support our data security and data governance framework, and have a defined procedure for incident detection, containment, response, and remediation. While everyone at our Company plays a part in managing these risks, oversight responsibility is shared by our Board of Directors, our Audit and Compliance Committee, and senior management.

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

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

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

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

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

To further align the interests of our non-employee directors with those of our stockholders and based on a recommendation by our Compensation Committee, our Board of Directors adopted minimum stock ownership guidelines applicable to our non-employee directors. Under our guidelines, each non-employee director is required to accumulate and maintain holdings of our shares with a value equal to or exceeding $250,000 within five years from initially becoming a non-employee director (the “Compliance Date”). If a non-employee director has not met the stock ownership requirement by the Compliance Date, then such non-employee director will be required to retain at least 25% of the total number of shares acquired by such non-employee director following the grant, exercise, or settlement of any equity award, as applicable. As of December 31, 2022, all of our non-employee directors either met the stock ownership requirement or were on track to comply with these stock ownership guidelines by the Compliance Date.

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

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

At the core of our mission is the philosophy that all people should have access to a more fair, accessible, efficient, and transparent financial system to support economic freedom. To this end, we subscribed to Pledge 1%, committing 1% of equity, profits, and employee time to charitable endeavors to expand economic freedom specifically through crypto and blockchain applications. Our Board of Directors has approved the reservation of up to 2,295,766 shares of our Class A common stock that we may issue, over a period of 10 years, in connection with our philanthropic endeavors.

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

Our Compensation Committee, after considering the information, analysis, and recommendation provided by our independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), including data

Each non-employee director was entitled to receive restricted stock units (“RSUs”) under our 2021 Equity Incentive Plan (the “2021 Plan”) during 2022, as follows:

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

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

The following table provides information for 2022 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2022, other than Mr. Armstrong, the Chairman of our Board of Directors & 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.

Our Board of Directors currently consists of eight directors. Pursuant to the terms of our Certificate of Incorporation, all 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.”

At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors proposes that each of Frederick Ernest Ehrsam III, Kathryn Haun, 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 2024 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 six directors. Stockholders may not cumulate votes for the election of directors.

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

Our Audit and Compliance Committee has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the year ending December 31, 2023. Deloitte has served as our independent registered public accounting firm since 2020. At the Annual Meeting, our stockholders are being asked to ratify the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2023. Although not required by applicable law or listing rules, our Audit and Compliance Committee is submitting the appointment of Deloitte to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Deloitte will be present at the Annual Meeting and will have an opportunity to make a statement at the Annual Meeting, if they desire to do so, and to respond to appropriate questions. Notwithstanding the appointment of Deloitte, and even if our stockholders ratify the appointment, our Audit and Compliance Committee, in its sole discretion, may appoint another independent registered public accounting firm at any time during our fiscal year ending December 31, 2023 if our Audit and Compliance Committee believes that such a change would be in the best interests of our Company and our stockholders.

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

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

In addition to performing the audit of our consolidated financial statements, Deloitte provided various other services during the years ended December 31, 2021 and 2022. Our Audit and Compliance Committee has determined that Deloitte’s provision of these services, which are described below, does not impair Deloitte's independence from us. During the years ended December 31, 2021 and 2022, fees for services provided by Deloitte were as follows (in thousands):

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

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

The ratification of the appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2023 requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon that are voted “FOR” or “AGAINST” the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal. See the section titled “Questions and Answers About the Proxy Materials and Our Annual Meeting” for additional information.

The following sets forth certain information regarding our executive officers as of March 31, 2023. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors.

This Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, and structure of our compensation program for our Chief Executive Officer, our Chief Financial Officer, and our three most highly compensated executive officers (other than our Chief Executive Officer and Chief Financial Officer) during the year ended December 31, 2022. We refer to these individuals as our “Named Executive Officers”:

In 2022, millions of users participated in the cryptoeconomy through Coinbase and we made substantial progress in building a best-in-class infrastructure to enable easy, safe, and secure on-ramps and access into the global cryptoeconomy. While a variety of macroeconomic factors weighed heavily on the financial markets and crypto markets throughout 2022, we continued to focus on factors within our control, including operating efficiently at scale and reducing our operating expenses. We remain focused on the long-term and our executive compensation program mirrors that long-term focus and is designed to align our executives’ incentives with those of our stockholders.

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

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

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

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 stockholders over time. Our executive compensation program provides that each Named Executive Officer is eligible to receive new equity awards on an annual basis. We do not offer an annual cash bonus to our Named Executive Officers.

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 2022 compensation program largely the same as the 2021 compensation program. In 2022, the main vehicles we continued to use to compensate our executives were base salary and equity awards. To continue to closely align our executives’ incentives with those of our stockholders, we granted annual equity awards to all of our Named Executive Officers except for our Chief Executive Officer under our long-term incentive program in 2022. We provide additional details below with respect to these grants under “—Equity Compensation: Awards to Named Executive Officers other than the CEO”. We did not grant additional equity awards to Mr. Armstrong in 2022 because we believe that Mr. Armstrong had existing competitive equity holdings from awards that were granted to him in prior years and continue to vest over several years, including the 2020 CEO Performance Award (as defined below), that 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”.

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

While our Named Executive Officers are not eligible to earn annual cash bonuses, from time to time, we have provided special signing bonuses 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 2022, we did not award any special signing bonus or other special bonus to our Named Executive Officers.

Each year our Named Executive Officers have the opportunity to receive new equity awards. 2022 was the first annual executive compensation cycle for us as a public company, and the first cycle where each of our Named Executive Officers had been in their respective roles for the entire prior year. 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 2022 equity awards to

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 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.

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 the 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 the Company’s 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.

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.

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

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

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

In addition to the employee benefits described above, ensuring the safety and security of our employees, including our Named Executive Officers, is highly important to us. We may provide personal security services, including certified protection officers, secure lodging, and residential security to our Named Executive Officers as our security team deems appropriate. We do not consider these risk-based security measures to be personal benefits, but rather, reasonable and necessary expenses for the benefit of our Company and our stockholders. In 2022, Messrs. Armstrong and Chatterjee and Ms. Choi received personal security services. The aggregate incremental cost of the personal security services provided to each such Named Executive Officer is reported in the 2022 Summary Compensation Table below. From time to time, in the future, we may provide personal security services to our other Named Executive Officers. Further, we paid a filing fee and related legal fees incurred by Mr. Armstrong in connection with a 2021 filing made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”). We believe that these benefits are consistent with our overall executive compensation program, enable us to attract and retain talented and experienced executive officers, encourage a meaningful level of ownership of Company stock, motivate stockholder value creation and provide competitive compensation packages to our Named Executive Officers. Our Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our Named Executive Officers. Based on these periodic reviews, perquisites may be awarded or adjusted on an individual basis.

Each of our Named Executive Officers has entered into a written, at-will employment letter agreement with us. The foregoing 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, and Mr. Chatterjee’s employment letter agreement additionally provided that he would, continue to be eligible to receive any unpaid portion of the $1.0 million signing advance each was entitled to receive under the terms of their original employment letter agreements, less any amounts paid prior to the effective date of their respective amended and restated agreements. We do not currently provide annual cash bonuses to our Named Executive Officers.

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. On October 28, 2022, the Company and Mr. Chatterjee mutually agreed that Mr. Chatterjee would step down as Chief Product Officer, effective November 30, 2022, and end his employment with the Company, effective February 3, 2023, in connection with which the Company and Mr. Chatterjee entered into a separation agreement dated November 30, 2022 (the “Chatterjee Separation Agreement”). The Chatterjee Separation Agreement superseded Mr. Chatterjee’s participation in the COC Policy. Additionally, the Company and

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

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

We also prohibit the pledging of our common stock by our Named Executive Officers and members of our Board of Directors, unless approved by our Chief Legal Officer.

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2022.

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, 2020, 2021 and 2022. Mses. Choi and Haas were not Named Executive Officers in 2020 so summary compensation information is only provided for 2021 and 2022.

The following table provides information concerning each grant of an award made to the Named Executive Officers during the year ended December 31, 2022.

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, 2022 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs.

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 twelve 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) of the Company, the stock price target milestones 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.

In connection with Mr. Chatterjee ceasing to serve as our Chief Product Officer, we entered into the Chatterjee Separation Agreement, pursuant to which, following a transitional period of continued employment, Mr. Chatterjee

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 Mr. Chatterjee, the Chatterjee Separation Agreement and in the case of the 2020 CEO Performance Award, the stock option 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, 2022, and thus are estimates of the amounts that would be paid out to the Named Executive Officers in such circumstances.

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.

Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs aim to ensure that the pay of every employee appropriately reflects the level of their job impact and responsibilities and is competitive within our peer group. Our determination of the median employee was based on compensation data for all employees worldwide, excluding Mr. Armstrong, as of the Determination Date whether employed on a full-time, part-time or temporary basis that included the following elements (i) annual base salary for permanent salaried employees, or the hourly rate multiplied by the expected annual work schedule for hourly employees for the 12-month period preceding the Determination Date, (ii) target bonus or target commission, as applicable, for 2022 and (iii) target annual grant value of equity awards for 2022. All amounts paid in foreign currencies were converted to U.S. dollars based on the applicable exchange rates as of December 31, 2022. We did not make any cost-of-living adjustments in identifying the median employee. Given our compensation approach of using a consistent pay target for the vast majority of employees based on role, level and location, multiple median employees were identified; of these, we selected the employee with the median tenure for use as the median employee. We then calculated the 2022 total compensation for the median employee in the same manner used to calculate our Chief Executive Officer’s total compensation as reported on the 2022 Summary Compensation Table.

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.

The following table presents the financial performance measures that we believe to have been the most important in linking Compensation Actually Paid to our CEO and Non-CEO NEOs to Company performance. The measures in this table are not ranked.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares beneficially owned, subject to applicable community property laws.

Applicable beneficial ownership percentages are based on 186,752,307 shares of Class A common stock and 47,742,887 shares of Class B common stock outstanding as of March 31, 2023. Shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2023, RSUs that are expected to vest and settle within 60 days of March 31, 2023, or shares purchasable under our 2021 ESPP within 60 days of March 31, 2023, are deemed to be outstanding and to be beneficially owned by the person holding the stock options, RSUs, or right to purchase shares under the 2021 ESPP for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Coinbase Global, Inc., a remote-first company, which accordingly, does not maintain a headquarters.

Our Audit and Compliance Committee has reviewed and discussed with our management and Deloitte & Touche LLP our audited consolidated financial statements for the year ended December 31, 2022. Our Audit and Compliance Committee has also discussed with Deloitte & Touche LLP the matters required to be discussed by Auditing Standard No. 1301 adopted by the Public Company Accounting Oversight Board (United States) regarding “Communications with Audit Committees” and the Securities and Exchange Commission.

Our Audit and Compliance Committee has received and reviewed the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with our Audit and Compliance Committee concerning independence, and has discussed with Deloitte & Touche LLP its independence from us.

Based on the review and discussions referred to above, our Audit and Compliance Committee recommended to our Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which (i) the amounts involved exceeded or will exceed $120,000 and (ii) any of our directors, nominees for director, executive officers, or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

From time to time in the ordinary course, we invest in companies through Coinbase Ventures, our venture capital arm, and certain of those investments are into companies in which entities affiliated with our directors, executive officers, or holders of more than 5% of our capital stock hold a 10% or greater equity interest. During the applicable period, no such investment exceeded $1,000,000, except for those transactions listed below:

In April 2022, we purchased $5.0 million of stock of Zora Labs, Inc. (“Zora”). At the time of the investment, entities affiliated with Paradigm Fund L.P., where Mr. Ehrsam, a member of our Board of Directors, is a managing partner, held a greater than 10% equity interest in Zora.

In July 2022 we purchased $5.0 million of stock of Non-Fungible Labs, Inc. (“ThirdWeb”). At the time of investment, entities affiliated with Haun Ventures Management LP, where Ms. Haun, a member of our Board of Directors, is founder and general partner, held a greater than 10% equity interest in ThirdWeb.

Our Audit and Compliance Committee reviewed and approved these investments pursuant to our Related Party Transactions Policy.

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Bylaws require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our Bylaws also require us to advance expenses incurred by our directors and officers.

Certain of our executive officers, directors, and holders of more than 5% of our capital stock, and immediate family members of, or persons sharing households with, such individuals, have accounts on our platform and use our products and services in the ordinary course. Similar to our other customers, these individuals and entities pay us transaction and other fees related to such use.

Our Audit and Compliance Committee is responsible for reviewing and approving or disapproving all related party transactions. We have adopted written policies and procedures regarding the identification of related parties and transactions, and the approval process for such transactions. Under these policies, any related party transaction will be referred to our Audit and Compliance Committee and such transaction will be evaluated by the disinterested members of our Audit and Compliance Committee. The Audit and Compliance Committee will consider each proposed transaction in light of the specific facts and circumstances presented, including but not limited to the related party’s relationship to the Company and interest in the transaction, the material facts of the proposed transaction, the rationale for the proposed transaction, and any other relevant information with the respect to the proposed transaction.

This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors for use at the Annual Meeting. The Annual Meeting will be held virtually on Friday, June 16, 2023 at 10:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/COIN2023, where you will be able to listen to the meeting live and vote your shares online during the meeting. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report is first being mailed on or about April 28, 2023 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement, and references to our website address in this Proxy Statement are inactive textual references only.

Holders of our common stock as of the close of business on April 18, 2023 (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 186,829,795 shares of our Class A common stock outstanding and 47,713,157 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement for which your vote is being solicited. Holders may vote all shares of our common stock that they owned as of the Record Date. Stockholders are not permitted to cumulate votes with respect to the election of directors. In deciding all matters at the Annual Meeting, each share of Class A common stock represents one vote and each share of Class B common stock represents 20 votes.

With respect to Proposal No. 2, because this proposal is an advisory vote, the result will not be binding on our Board of Directors, our Audit and Compliance Committee, or the Company. However, our Board of Directors and the Audit and Compliance Committee will consider the outcome of the vote when making future decisions regarding the Company’s independent auditor appointment.

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our Bylaws and Delaware law. The presence, virtually or by proxy, of the holders of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to direct your broker, bank, or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form and may be able to vote by telephone or on the internet, depending on the voting process of your broker, bank, or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares live at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

The Annual Meeting will be a completely virtual meeting of stockholders, which we believe is aligned with our values as a remote-first company and enables participation from our global community. Stockholders of record and street name stockholders with a legal proxy from their broker, bank or other nominee will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/COIN2023, which will allow such stockholders to submit questions during the meeting and vote shares electronically at the meeting.

We designed the format of the virtual Annual Meeting to ensure that our stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation, and communication through online tools. The virtual format facilitates stockholder attendance and participation by enabling stockholders to participate fully and equally from any location around the world.

During the meeting, you will have the ability to submit questions real-time via the virtual meeting website, with a limit of one question per stockholder. We will answer questions submitted in accordance with the meeting rules of conduct in the time allotted for the meeting. Only questions pertaining to the proposals to be acted on at the Annual Meeting will be answered and we reserve the right to exclude questions that are, among other things, irrelevant to meeting matters, irrelevant to the business of Coinbase, related to material nonpublic information of Coinbase, related to personal matters or grievances, derogatory or in bad taste, related to pending or threatened litigation, or that are otherwise inappropriate (as determined by the chair of the Annual Meeting or Secretary). Questions should be succinct and cover only one topic. Questions that are substantially similar may be grouped and answered together to avoid repetition.