Coinbase Global Inc

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. In this Proxy Statement, we refer to Coinbase Global, Inc., a Delaware company, as “Coinbase,” the “Company,” “we,” “us” or “our” and the board of directors of Coinbase as the “Board of Directors.”

Information about our 2025 Annual Meeting of Stockholders

Date and Time: Wednesday, June 18, 2025 at 11:00 a.m. Pacific Time.

Location: The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/COIN2025, where you will be able to listen to the meeting live and vote your shares online during the meeting.

Record Date: April 21, 2025. Holders of our Class A common stock or Class B common stock as of the close of business on the Record Date may vote at the Annual Meeting. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.”

Voting Matters and Board of Directors Recommendations:

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

Governance and Board of Directors Highlights

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.

•A majority of our directors are independent;

•Our Board of Directors is currently declassified, and directors are elected on an annual basis;

•Our Board of Directors has a Lead Independent Director, who is elected annually, has well-defined rights and responsibilities, and is separate from the Chairman of the Board of Directors;

•All committees of the Board of Directors are 100% composed of independent directors;

•We have comprehensive risk oversight practices, including for cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas;

•Independent directors conduct regular executive sessions;

•Directors have regular access to management and maintain open communication and strong working relationships among themselves; and

•We conduct annual Board of Directors, committee, and individual director self-evaluations.

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Executive Compensation Highlights

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

•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 independent compensation consultant advises on executive compensation matters.

•Our executive equity program serves to link our executives’ long-term compensation outcomes to company performance and therefore to the interests of our stockholders over time.

•Risk and exposures are mitigated by strong oversight by our Compensation Committee of the Board of Directors (the “Compensation Committee”).

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