COINBASE GLOBAL, INC., DEF 14A filed on 4/25/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
 12 Months Ended
Dec. 31, 2023
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
v3.24.1.u1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
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)
20234,704,800680,876,18212,361,78553,452,196531200.1173.92
20227,465,350(1,362,073,553)15,916,740(125,780,983)1174(2.6)35.39
20213,267,0272,118,756,0644,768,927277,238,370771153.6252.37
    
Company Selected Measure Name stock price    
Named Executive Officers, Footnote 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. The individuals comprising our Non-CEO NEOs for fiscal year 2023 consist of Emilie Choi, Alesia Haas, Paul Grewal and Lawrence Brock.    
Peer Group Issuers, Footnote 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 $ 4,704,800 $ 7,465,350 $ 3,267,027
PEO Actually Paid Compensation Amount $ 680,876,182 (1,362,073,553) 2,118,756,064
Adjustment To PEO Compensation, Footnote 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 Year202320222021
SCT Total$4,704,800 $7,465,350 $3,267,027 
Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years$670,110,000 $(1,273,645,578)$1,386,999,851 
Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$6,061,382 $(95,893,325)$728,489,186 
Compensation Actually Paid$680,876,182 $(1,362,073,553)$2,118,756,064 
    
Non-PEO NEO Average Total Compensation Amount $ 12,361,785 15,916,740 4,768,927
Non-PEO NEO Average Compensation Actually Paid Amount $ 53,452,196 (125,780,983) 277,238,370
Adjustment to Non-PEO NEO Compensation Footnote 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 Year202320222021
Average SCT Total$12,361,785 $15,916,740 $4,768,927 
Less: Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
$11,584,300 $15,068,622 $3,876,486 
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted During Fiscal Year$24,543,399 $2,509,293 $20,919,202 
Plus: Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Year$16,570,987 $(80,270,713)$144,726,114 
Plus: Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year$2,471,750 $3,151,760 $10,948,391 
Plus: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$9,088,576 $(52,019,441)$99,752,222 
Average Compensation Actually Paid$53,452,196 $(125,780,983)$277,238,370 
    
Compensation Actually Paid vs. Total Shareholder Return
Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and TSR
21440476759240
    
Compensation Actually Paid vs. Net Income
Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Net Income (Loss)
21440476759253
    
Compensation Actually Paid vs. Company Selected Measure
Chart Showing Graphical Relationship Between CEO and Non-CEO NEOs Compensation Actually Paid and Stock Price
21440476759259
    
Tabular List, Table
Total Shareholder Return
Net Income (Loss)
Stock Price
Revenue
Adjusted EBITDA
    
Total Shareholder Return Amount $ 53 11 77
Peer Group Total Shareholder Return Amount 120 74 115
Net Income (Loss) $ 100,000,000 $ (2,600,000,000) $ 3,600,000,000
Company Selected Measure Amount | $ / shares 173.92 35.39 252.37
PEO Name Mr. Armstrong    
Additional 402(v) Disclosure The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable fiscal year.    
Measure:: 1      
Pay vs Performance Disclosure      
Name Total Shareholder Return    
Measure:: 2      
Pay vs Performance Disclosure      
Name Net Income (Loss)    
Measure:: 3      
Pay vs Performance Disclosure      
Name Stock Price    
Non-GAAP Measure Description The stock price reported represents the closing price of the Company’s Class A common stock as reported on the Nasdaq Global Select Market on the last trading day of the applicable fiscal year. We selected stock price as our company-selected measure because Mr. Armstrong’s 2020 CEO Performance Award, a stock option which is earned upon the achievement of performance conditions based on Class A common stock price targets as more fully described under “Executive Compensation—Compensation Discussion and Analysis—Equity Compensation: 2020 CEO Performance Award,” is a significant driver of Mr. Armstrong’s compensation actually paid and is the most significant element of his individual and our overall compensation program due to the significant size of the award. While, aside from the 2020 CEO Performance Award, we do not otherwise use stock price to link compensation actually paid to our Non-CEO NEOs’ performance in making executive compensation decisions, we believe our executives’ incentives are closely aligned with those of our stockholders and the overall performance of the Company by means of the grant of time-based stock options and RSUs, and in the case of Ms. Choi, the 2023 COO Performance Award the values of which are tied to the Company’s stock performance over time. For more information, see the section titled “Executive Compensation—Compensation Discussion and Analysis.”    
Measure:: 4      
Pay vs Performance Disclosure      
Name Revenue    
Measure:: 5      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 670,110,000 $ (1,273,645,578) $ 1,386,999,851
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 6,061,382 (95,893,325) 728,489,186
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 11,584,300 15,068,622 3,876,486
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 24,543,399 2,509,293 20,919,202
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 16,570,987 (80,270,713) 144,726,114
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,471,750 3,151,760 10,948,391
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 9,088,576 $ (52,019,441) $ 99,752,222