Emilie Choi
President & Chief Operating Officer at COIN
Executive
About Emilie Choi
Emilie Choi, age 46, is President & Chief Operating Officer of Coinbase Global, Inc. (COIN). She joined Coinbase in March 2018, became COO in June 2019 and President in November 2020; she holds a B.A. in Economics from Johns Hopkins and an M.B.A. from Wharton . Company performance context for her incentive design: 2024 net revenue was $6.3B, net income $2.6B, and Adjusted EBITDA $3.3B; relative TSR tranches under her 2023 COO PSU award vested at target in 2023 and 2024 based on 99th and 98th percentile outcomes versus the S&P 500, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Coinbase | VP, Business, Data & International | Mar 2018–Jun 2019 | Led expansion and data strategy ahead of promotion to COO |
| LinkedIn (Microsoft) | VP & Head of Corporate Development | Dec 2009–Mar 2018 | Drove M&A and partnerships; post-acquisition integration at Microsoft |
| Warner Bros. Entertainment | Director, Digital Business Strategy & Operations; Manager, Corporate BD & Strategy | Aug 2007–Dec 2009 | Advanced digital strategy and BD for media assets |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Okta, Inc. | Director | Aug 2022–present | Public company director; industry and governance expertise |
| ZipRecruiter, Inc. | Director | May 2021–Aug 2022 | Public company director; marketplace exposure |
| Naspers Limited | Director | Apr 2017–Aug 2021 | Global internet portfolio oversight |
| Prosus N.V. | Director | Apr 2017–Aug 2021 | International internet assets (subsidiary of Naspers) |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary | $873,958 | $875,000 | $875,000 |
| Target bonus % | Not disclosed (no annual cash bonus program) | Not disclosed (no annual cash bonus program) | Not disclosed (no annual cash bonus program) |
| Actual bonus paid | $62,499 signing bonus (2022) | — | — |
| All other compensation (security, 401(k), etc.) | $92,926 | $35,037 | $81,530 (incl. $78,080 personal security and $3,450 401(k)) |
Performance Compensation
Coinbase does not provide annual cash bonuses to NEOs; equity is the primary incentive vehicle, comprising time‑based RSUs and a multi‑year performance RSU (PSU) award for Choi .
| Metric | Weighting | Target design | Actual FY 2023 tranche | Actual FY 2024 tranche | Payout and vesting mechanics |
|---|---|---|---|---|---|
| Revenue (cumulative, 2023–2025) | Up to 20% | Threshold/Target/Max undisclosed (confidential) | Not measured in annual tranche; assessed at end of period | Not measured in annual tranche; assessed at end of period | Vests at end of performance period (pro rata for termination/CIC per award terms) |
| Adjusted EBITDA (cumulative, 2023–2025) | Up to 20% | Threshold/Target/Max undisclosed (confidential) | Not measured in annual tranche; assessed at end of period | Not measured in annual tranche; assessed at end of period | Vests at end of performance period (pro rata for termination/CIC per award terms) |
| Relative TSR vs S&P 500 (three annual tranches) | 60% (20% per year) | Threshold 35th percentile; Target 55th; Max 75th; annual tranches capped at target | 99th percentile; vested 20% at target on Jan 15, 2024 (80,396 shares) | 98th percentile; vested 20% at target on Jan 15, 2025 (80,396 shares) | Each annual tranche adjusts after full‑period TSR test on Jan 15, 2026; vesting requires continued employment on measurement dates |
2024 RSU grants (time‑based) vest quarterly over 3 years, aligning retention and shareholder outcomes; Choi received 140,854 RSUs granted Feb 10, 2024 (first vest Feb 20, 2024; fully vest Nov 20, 2026) .
| 2024 Grants | Grant date | Type | Shares | Vesting | Grant date fair value |
|---|---|---|---|---|---|
| Annual LTI | Feb 10, 2024 | RSU | 140,854 | 1/12th quarterly Feb 20, 2024–Nov 20, 2026 | $19,999,859 |
| 2023 COO Performance Award | Apr 20, 2023 | PSU | Target 401,983; Max 803,966 | Multi‑metric; 2023 and 2024 TSR tranches vested at target; remainder ties to cumulative metrics | $22,276,787 at target (max $44,553,574) |
Equity Ownership & Alignment
- Beneficial ownership (as-of dates per proxy methodology):
| Date | Class A shares | Class B shares | Ownership % (A / B) | Voting power % |
|---|---|---|---|---|
| Mar 31, 2023 | 1,895,133 | 110,000 | <1% / <1% | Not separately stated (overall table shows NEOs) |
| Mar 31, 2024 | 1,800,580 | 110,000 | <1% / <1% | Not separately stated (overall table shows NEOs) |
| Mar 31, 2025 | 1,411,275 | 110,000 | <1% / <1% | Not individually stated (table shows group vote power) |
-
Outstanding awards at FY 2024 year‑end for Choi (retention and vesting runway):
- RSUs: 44,665 unvested from Feb 5, 2023 grant ($11,090,320 MV at $248.30) ; 93,903 unvested from Feb 10, 2024 ($23,316,115 MV) ; PSU target balance 321,587 ($79,850,052 MV) .
- Options exercisable: 110,000 @ $6.97 exp. Apr 30, 2028 ; 774,332 @ $18.71 exp. Oct 30, 2029 ; 133,539 @ $214.50 exp. Feb 9, 2032 ; 185,391 @ $74.63 exp. Feb 5, 2033 .
- 2024 exercises/vesting: 534,181 options exercised ($142,113,591 value realized) and 189,154 RSUs vested ($35,412,914 value realized) .
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Trading and alignment policies:
- Mandatory Rule 10b5‑1 trading plans for executives; material amendments subject to cooling‑off periods .
- Hedging prohibited; pledging prohibited unless approved by Chief Legal Officer .
- Clawback policy compliant with SEC/Nasdaq for incentive‑based pay upon accounting restatements .
- Director stock ownership guidelines exist; executive officer ownership guidelines not disclosed in proxy .
Employment Terms
- At‑will employment letters; no guaranteed annual cash bonus; equity granted annually (RSUs) with multi‑year vesting as primary incentive .
- Severance and change‑of‑control (COC) economics (COC Policy; Choi’s PSU has bespoke treatment):
- Qualifying termination outside COC window: 6 months base salary and healthcare premium continuation; no equity acceleration under policy; Choi would receive $437,500 cash and $15,532 healthcare based on 2024 premiums .
- Qualifying termination within 3 months before or 12 months after a change‑of‑control: 12 months base salary and healthcare continuation, and 100% acceleration of outstanding equity with performance deemed ≥ target or actual; for Choi, $875,000 cash, $31,064 healthcare, and equity acceleration value modeled at $208,637,925 at $248.30 per share .
- 2023 COO PSU award overrides certain COC/termination treatments: pro‑ration and metric measurement protocols for cumulative metrics and TSR; forfeiture for future unstarted TSR periods; vesting requires service through transaction/termination; release required for termination vesting .
Compensation & Incentives Summary (multi‑year)
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $873,958 | $875,000 | $875,000 |
| Stock awards (incl. PSU grant FV) | $9,870,254 | $29,834,049 (incl. $22,276,787 PSU at target) | $19,999,859 |
| Option awards grant FV | $12,600,325 | $7,480,527 | — |
| Bonus | $62,499 signing bonus | — | — |
| All other compensation | $92,926 | $35,037 | $81,530 |
| Total | $23,499,963 | $38,224,613 | $20,956,389 |
Vesting Schedules and Potential Selling Pressure Indicators
| Item | Details |
|---|---|
| Time-based RSUs | 2024 award vests 1/12th quarterly from Feb 20, 2024 through Nov 20, 2026 . |
| 2023 COO PSU | TSR tranches vested at target on Jan 15, 2024 and Jan 15, 2025; final TSR adjustment on Jan 15, 2026; cumulative revenue/Adj. EBITDA assessed after Performance Period end with service requirement to Feb 20, 2026 . |
| 2024 realizations | 534,181 options exercised ($142.1M value realized) and 189,154 RSUs vested ($35.4M) in 2024, indicating material equity settlements that may create liquidity events; all open‑market activity must be under Rule 10b5‑1 plans per policy . |
Performance & Track Record
- Company outcomes during her tenure support PSU realizations: 2024 net income improved to $2.6B vs $0.1B in 2023; year‑end 2024 stock price $248.30; company TSR measures in pay-versus-performance context disclosed (methodology per Item 402(v)) .
- Strategic initiatives: leadership across global expansion, derivatives, and crypto utility; 2024 highlights cited in CD&A reflected her remit .
Compensation Peer Group and Governance Signals
- 2024 compensation peer group includes Airbnb, Block, DocuSign, DoorDash, Dropbox, Intuit, Palo Alto Networks, Pinterest, Robinhood, Shopify, Snap, Snowflake, Splunk, The Trade Desk, Twilio, Workday, Zoom; added Robinhood and Shopify; removed Peloton and Roku .
- Say‑on‑pay: 2022 say‑on‑pay received over 99% stockholder support; Coinbase conducts triennial say-on-pay with 2025 advisory vote scheduled .
Risk Indicators & Red Flags
- Hedging and pledging prohibited (pledging only with CLO approval); mandatory 10b5‑1 plans mitigate opportunistic trading risk .
- Clawback policy adopted per SEC/Nasdaq; recovers incentive comp upon financial restatement .
- Large COC acceleration exposure: Choi’s modeled equity acceleration of ~$208.6M under COC scenarios is significant; bespoke PSU treatment narrows windfall risk via pro‑ration and measurement rules .
- No executive excise tax gross‑ups disclosed; company states no excise tax gross‑ups policy .
Equity Ownership & Alignment Details
| Category | Status |
|---|---|
| Beneficial ownership | 1,411,275 Class A and 110,000 Class B as of Mar 31, 2025; <1% of outstanding; voting power not individually quantified . |
| Vested vs unvested | Unvested RSUs: 44,665 (2023 grant), 93,903 (2024 grant); PSU target balance 321,587; multiple exercisable option tranches outstanding . |
| Pledging | No pledging disclosed; prohibited absent CLO approval . |
| Trading plans | Required Rule 10b5‑1 plans for all open‑market transactions . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Contract term | At‑will; written employment letter; no fixed term . |
| Severance (no COC) | 6 months base salary + healthcare continuation (modeled $437,500 + $15,532) . |
| Severance (with COC) | 12 months base salary + healthcare continuation; 100% equity acceleration with performance deemed ≥ target/actual (modeled $875,000 + $31,064 + $208,637,925 equity) . |
| PSU COC/termination treatment | Pro‑ration and metric measurement rules; TSR measured to transaction/termination date; future unstarted TSR periods forfeited; service/release conditions apply . |
| Clawback | SEC/Nasdaq compliant compensation recovery policy . |
Investment Implications
- Strong pay‑for‑performance alignment: Choi’s equity mix is majority long‑dated RSUs/PSUs with rigorous multi‑metric PSU design; TSR tranches capped at target even at 98–99th percentile to limit windfalls, and cumulative metrics are assessed post‑period with confidentiality on thresholds (reduces lower‑bar risk) .
- Retention risk in change‑of‑control: Modeled COC acceleration (~$208.6M) indicates significant equity value at stake; bespoke PSU treatment and pro‑ration mitigate some acceleration risk but overall COC incentives could be material for transaction‑related retention considerations .
- Selling pressure/lifecycle events: 2024 option exercises and RSU vesting were large ($142.1M exercise value; $35.4M RSU vesting), suggesting ongoing settlement flows; risk is tempered by mandatory 10b5‑1 plans and anti‑hedging/pledging policies .
- Ownership is sub‑1%, but substantial unvested equity and exercisable options keep “skin‑in‑the‑game” robust; no pledging disclosed, and clawback policy supports alignment and governance .