Christa Davies
Director at COIN
Board
About Christa Davies
Christa Davies (age 53) joined Coinbase’s board in July 2024. She is a former CFO and EVP, Global Finance at Aon plc (2007–July 2024) and previously served five years at Microsoft, most recently as Corporate VP and CFO of the Platforms & Services Division; she holds an Aerospace Mechanical Engineering degree from the University of Queensland and an MBA from Harvard as a Fulbright Scholar . She is independent under Nasdaq rules and serves on the Audit and Compliance Committee, designated by the Board as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aon plc | CFO; EVP, Global Finance | 2007–July 2024 | Led finance for global risk/insurance leader; deep financial expertise |
| Microsoft | Corporate VP; CFO, Platforms & Services Division | 5 years; dates not specified | Division-level CFO; large-scale operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stripe, Inc. (private) | Director | Since Aug 2020 | Technology/payments domain insight |
| Workday, Inc. (public) | Director | 2012–July 2024 | Enterprise cloud software oversight |
| Aon plc | Senior Advisor | Since July 2024 | Ongoing advisory capacity |
Board Governance
- Independence: Board determined Davies is independent; committees are fully independent despite Coinbase’s “controlled company” status under Nasdaq (Armstrong majority voting power) .
- Committee assignment: Audit and Compliance Committee member; designated audit committee financial expert; committee oversees auditor selection, independence, internal controls, cybersecurity/IT risks, legal compliance, and related-party transactions .
- Attendance: In 2024, the Board met 5 times; Audit and Compliance 8; Compensation 4; Nominating and Corporate Governance 5. Each director attended ≥75% of relevant meetings, except Andreessen and Ehrsam (>60%); Davies met the ≥75% threshold .
| 2024 Meetings | Count |
|---|---|
| Board of Directors | 5 |
| Audit & Compliance Committee | 8 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance Committee | 5 |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | $0 | No cash retainer disclosed; only special litigation committee members Kramer/Rajaram received cash; Davies did not . |
Director equity compensation program (policy):
- Initial RSU award: $550,000 grant value, vests in 3 annual tranches after the first quarterly vest date post-appointment .
- Annual RSU award: $325,000 (increased from $300,000 effective Apr 18, 2024) with one-year vest or earlier at next annual meeting .
- Additional Annual Award (RSUs) for roles: Audit chair $35,000; Audit member $20,000; Compensation chair $25,000; Compensation member $15,000; Nominating chair $25,000; Nominating member $15,000; Lead Independent Director $45,000 .
- Acceleration: All Director RSU Awards accelerate in full upon consummation of a Corporate Transaction as defined in the 2021 Plan .
- Annual cap: Combined cash plus equity for any non-employee director cannot exceed $1,000,000 grant date fair value per calendar year .
Performance Compensation
- Directors receive time-based RSUs; no performance-conditioned equity disclosed for directors (no revenue/EBITDA/TSR targets tied to director pay) .
Director Compensation – Detail (2024)
| Component | Amount |
|---|---|
| Stock Awards (grant-date fair value) | $856,730 |
| Cash Fees | $0 |
| Total | $856,730 |
RSU grants and vesting (2024 awards):
| Award | Grant Date | Shares (#) | Vesting |
|---|---|---|---|
| RSU | July 24, 2024 | 1,252 | Fully vest June 18, 2025, subject to service |
| RSU | July 24, 2024 | 2,244 | 1/3 on Aug 20, 2025; 1/3 on Aug 20, 2026; 1/3 on Aug 20, 2027; subject to service |
| Unvested RSUs as of Dec 31, 2024 | — | 3,496 | As above |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Vendor Relationship (Aon plc) | Coinbase paid Aon ~$13.1 million in 2024; Davies is an advisor and former Aon CFO; transactions described as arms-length and overseen under related-party policy . |
| Committee Oversight | Audit & Compliance Committee reviews/approves related party transactions per written policies . |
Expertise & Qualifications
- Audit committee financial expert; financially literate; deep CFO experience across global insurance and enterprise technology .
- Education: BEng (Mechanical/Aerospace), University of Queensland; MBA, Harvard (Fulbright) .
- Technology and fintech exposure via Microsoft and Stripe; enterprise SaaS via Workday .
Equity Ownership
| Holder | Class A Shares (#) | Ownership % | Notes |
|---|---|---|---|
| Christa Davies | 17,000 | <1%* | Beneficial ownership as of Mar 31, 2025 . |
- Shares outstanding baseline: 210,959,888 Class A; 43,630,058 Class B (context for percentages) .
- Director stock ownership guidelines: Minimum $350,000 in value within five years (raised from $250,000 in Apr 2024); as of Dec 31, 2024, all non-employee directors met or were on track to meet guidelines .
Governance Assessment
- Board effectiveness: Davies strengthens audit oversight, risk (including cybersecurity/IT), and financial reporting quality; designated audit committee financial expert adds credibility to Coinbase’s risk and compliance program .
- Independence and alignment: Independent director with no cash fees in 2024; compensation primarily RSUs with standard acceleration on corporate transactions; subject to annual cap; stock ownership guidelines promote alignment .
- Attendance/engagement: Met ≥75% meeting attendance threshold in 2024, indicating engagement (exceptions named were others) .
- Potential conflicts (RED FLAG to monitor): Aon vendor payments (~$13.1M in 2024) while Davies is an Aon advisor and former CFO; mitigants include arms-length characterization and Audit & Compliance Committee oversight under written related-party policies . Continuous monitoring advised given material vendor spend and her affiliation.
- Shareholder confidence signals: Prior say‑on‑pay (executive) approval received >99% support in 2022, suggesting broad confidence in compensation governance; advisory vote occurs again in 2025 (every three years) .
- Controlled company context: Armstrong’s majority voting power reduces formal independence requirements, making the strength of independent committees (including Audit) and the Lead Independent Director structure particularly important; Coinbase maintains fully independent committees by choice .