Christa Davies

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

External Roles

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 .

Fixed Compensation

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)

RSU grants and vesting (2024 awards):

Other Directorships & Interlocks

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

• 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 .