COINBASE GLOBAL, INC., DEF 14A filed on 4/28/2023
Proxy Statement (definitive)
v3.23.1
Cover
 12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name COINBASE GLOBAL, INC.
Entity Central Index Key 0001679788
v3.23.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure [Table]    
Pay vs Performance [Table Text Block]
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)
20227,465,350 (1,362,073,553)15,916,740 (125,780,983)11 74 (2.6)35.39 
20213,267,027 2,118,756,064 4,768,927 277,238,370 77 115 3.6 252.37 
  
Company Selected Measure Name stock price  
Named Executive Officers, Footnote [Text Block] Mr. Armstrong has been our CEO since May 2012.The individuals comprising our Non-CEO NEOs for each of fiscal year 2022 and 2021 consist of Emilie Choi, Alesia Haas, Surojit Chatterjee and Paul Grewal.  
Peer Group Issuers, Footnote [Text Block] 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.  
PEO Total Compensation Amount $ 7,465,350 $ 3,267,027
PEO Actually Paid Compensation Amount $ (1,362,073,553) 2,118,756,064
Adjustment To PEO Compensation, Footnote [Text Block] 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.
CEO
Fiscal Year20222021
SCT Total$7,465,350 $3,267,027 
Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years$(1,273,645,578)$1,386,999,851 
Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$(95,893,325)$728,489,186 
Compensation Actually Paid$(1,362,073,553)$2,118,756,064 
  
Non-PEO NEO Average Total Compensation Amount $ 15,916,740 4,768,927
Non-PEO NEO Average Compensation Actually Paid Amount $ (125,780,983) 277,238,370
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] 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.
Non-CEO NEOs
Fiscal Year20222021
Average SCT Total$15,916,740 $4,768,927 
Less: Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
$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$2,509,293 $20,919,202 
Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year$(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$3,151,760 $10,948,391 
Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$(52,019,441)$99,752,222 
Average Compensation Actually Paid$(125,780,983)$277,238,370 
  
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and TSR
PvP Tsr.jpg
  
Compensation Actually Paid vs. Net Income [Text Block]
Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Net Income (Loss)
PvP income.loss.jpg
  
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Stock Price
PvP Stock.jpg
  
Tabular List [Table Text Block]
Total Shareholder Return
Net Income (Loss)
Stock Price
  
Total Shareholder Return Amount $ 11 77
Peer Group Total Shareholder Return Amount 74 115
Net Income (Loss) $ (2,600,000,000) $ 3,600,000,000
Company Selected Measure Amount | $ / shares 35.39 252.37
PEO Name Mr. Armstrong  
Additional 402(v) Disclosure [Text Block] The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable fiscal year.The stock price reported represents the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Select Market on the last trading day of the applicable fiscal year. We selected stock price as our company-selected measure because Mr. Armstrong’s 2020 CEO Performance Award, a stock option which is earned upon the achievement of performance conditions based on Class A common stock price targets as more fully described under “Executive Compensation—Compensation Discussion and Analysis—Equity Compensation: 2020 CEO Performance Award,” is a significant driver of Mr. Armstrong’s compensation actually paid and is the most significant element of his individual and our overall compensation program due to the significant size of the award. While, aside from the 2020 CEO Performance Award, we do not otherwise use stock price to link compensation actually paid to our Non-CEO NEOs’ performance in making executive compensation decisions, we believe our executives’ incentives are closely aligned with those of our stockholders and the overall performance of the Company by means of the grant of time-based stock options and RSUs, 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.”  
Measure [Axis]: 1    
Pay vs Performance Disclosure [Table]    
Measure Name Total Shareholder Return  
Measure [Axis]: 2    
Pay vs Performance Disclosure [Table]    
Measure Name Net Income (Loss)  
Measure [Axis]: 3    
Pay vs Performance Disclosure [Table]    
Measure Name Stock Price  
PEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount $ (1,273,645,578) $ 1,386,999,851
PEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (95,893,325) 728,489,186
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Unvested [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (80,270,713) 144,726,114
Non-PEO NEO [Member] | Equity Awards Granted in Prior Years, Vested [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount (52,019,441) 99,752,222
Non-PEO NEO [Member] | Equity Awards Reported Value [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount 15,068,622 3,876,486
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Unvested [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount 2,509,293 20,919,202
Non-PEO NEO [Member] | Equity Awards Granted During the Year, Vested [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount $ 3,151,760 $ 10,948,391