Fred Wilson
Lead Independent Director at COIN
Board
About Fred Wilson
Fred Wilson (age 63 as of March 31, 2025) is Lead Independent Director at Coinbase and has served on the Board since January 2017; he became Lead Independent Director in February 2021 and was re‑appointed in April 2025. He is a Partner at Union Square Ventures (since June 2003) and Managing Partner at Flatiron Partners (since June 1996). He holds an S.B. in Mechanical Engineering from MIT and an MBA from Wharton, and is recognized for extensive venture and crypto market experience and deep knowledge of technology companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Square Ventures | Partner | Jun 2003–present | VC leadership; early investor in technology and crypto companies |
| Flatiron Partners | Managing Partner | Jun 1996–present | VC leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Etsy, Inc. | Director; Chairman of the Board | Director since Jun 2007; Chairman since Oct 2014 | Board leadership; succession oversight (chair role) |
Board Governance
- Roles: Lead Independent Director; Chair, Compensation Committee; Member, Audit & Compliance Committee. Committees are fully independent under Nasdaq and SEC rules.
- Lead Independent Director responsibilities: sets/coordinates Board agendas with Chair; chairs Board meetings when Chair absent; presides over executive sessions; liaison to Chair; can call Board/independent director meetings; available for stockholder engagement; recommends advisors; provides leadership if Chair role is or appears in conflict. Re‑appointed Lead Independent Director in April 2025.
- Attendance: In 2024, the Board met 5 times; Audit & Compliance 8; Compensation 4; Nominating & Corporate Governance 5. Each director attended ≥75% of aggregate Board and committee meetings except Messrs. Andreessen and Ehrsam (each over 60%). Wilson met the ≥75% threshold.
- Independence: The Board determines Wilson is independent; all three Board committees meet SEC/Nasdaq independence requirements. Coinbase is a “controlled company,” but elects to maintain independent committees.
Fixed Compensation
- Coinbase compensates non‑employee directors primarily with time‑vested RSUs under the 2021 Equity Incentive Plan; annual cash fees are generally not paid (cash fees occurred only for a special litigation committee in 2024).
| Component | Amount | Vesting/Notes |
|---|---|---|
| Annual RSU Award | $325,000 (effective Apr 18, 2024; previously $300,000) | Vests on the earlier of one year from grant or next annual meeting, subject to service |
| Initial Appointment RSU Award | $550,000 | Vests 1/3 annually over three years; grant sized by closing price on grant date |
| Additional RSU – Lead Independent Director | $45,000 | Annual award; prorated when role begins off‑cycle; same vesting convention as annual awards |
| Additional RSU – Committee Chair | Audit: $35,000; Compensation: $25,000; Nominating: $25,000 | Annual award; prorated off‑cycle; vesting as above |
| Additional RSU – Committee Member | Audit: $20,000; Compensation: $15,000; Nominating: $15,000 | Annual award; prorated off‑cycle; vesting as above |
| Director RSU Acceleration | N/A | RSUs accelerate in full upon a Corporate Transaction per 2021 Plan |
| Annual Director Compensation Limit | $1,000,000 (cash + equity grant‑date fair value) | Plan cap per 2021 Plan |
Performance Compensation
- Non‑employee director equity awards are time‑vested RSUs; no performance metrics (e.g., revenue, EBITDA, or TSR hurdles) apply to director compensation.
| Performance Metric | Applies to Non‑Employee Directors? | Notes |
|---|---|---|
| Revenue growth | No | Director RSUs are time‑vested only |
| Adjusted EBITDA | No | — |
| TSR percentile | No | — |
Other Directorships & Interlocks
- Current public company board: Etsy, Inc. (Chair). No disclosed interlocks or compensation committee interlocks involving Wilson; Coinbase reports no executive serving on boards/compensation committees of entities with reciprocal service on Coinbase’s Compensation Committee.
- Private company boards: “a number of privately held companies” (unspecified).
- Network/conflict notes: The Audit & Compliance Committee oversees related party transactions; the proxy reports certain vendor relationships (e.g., Aon with another director) and historical consulting arrangements (Haun Ventures/Lehane) but no Wilson‑specific related‑party transactions during the period.
Expertise & Qualifications
- Venture capital leadership (USV; Flatiron), technology and crypto market expertise; early investor in Coinbase; deep understanding of business operations. Education: MIT S.B. in Mechanical Engineering; Wharton MBA.
Equity Ownership
- Total beneficial ownership: 267,389 shares of Class A common stock; less than 1% of Class A outstanding (based on 210,959,888 Class A shares as of March 31, 2025).
| Holder/Vehicle | Shares | Notes |
|---|---|---|
| Fred Wilson and spouse | 214,973 | Direct/household |
| The Fred and Joanne Wilson 2012 Delaware Trust | 50,000 | Spouse is grantor |
| FJW Partners LLC | 2,416 | Wilson and spouse are managing members |
| Total Class A beneficially owned | 267,389 | <1% of Class A outstanding |
- Pledging/Hedging: Coinbase prohibits directors and officers from hedging company stock and prohibits pledging unless approved by the Chief Legal Officer. Rule 10b5‑1 trading plans are required for open market trades, with cooling‑off and amendment restrictions.
Director Compensation (2024 actual)
- Wilson waived all equity compensation payable for his Board service in 2024; the table reflects zero cash and zero stock awards for him (no special litigation committee fees).
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
Note: Footnote indicates Wilson waived all equity compensation for 2024.
Governance Assessment
-
Positives:
- Strong independence and governance roles: Lead Independent Director, Compensation Committee Chair, Audit & Compliance Committee member; committees fully independent.
- Robust Lead Independent Director mandate enhances oversight under combined CEO/Chair structure; regular executive sessions without management, presided by Wilson.
- Attendance at or above the 75% threshold for 2024; demonstrates engagement.
- Compensation alignment: waived all director equity in 2024; stock ownership indicates skin‑in‑the‑game while avoiding incremental equity grants—positive for investor alignment.
- Risk controls: hedging/pledging restrictions and mandatory 10b5‑1 plan usage reduce trading‑related governance risk; Audit & Compliance Committee reviews related‑party transactions.
-
Watch items / potential red flags:
- Combined CEO/Chair structure can concentrate power; requires sustained LID effectiveness—Wilson’s mandate and re‑appointment help mitigate.
- Board‑level attendance variance: two directors (Andreessen, Ehrsam) below 75% in 2024; not attributable to Wilson but relevant to overall board effectiveness.
- Venture affiliations: while Coinbase notes no material related‑party interest in Coinbase Ventures investments during the period, ongoing monitoring for co‑investments or transactions involving entities affiliated with directors (including VC firms) remains prudent.
-
Additional notes:
- Stock ownership guidelines for non‑employee directors are adopted; specific multiples and individual compliance status are not disclosed.
- Compensation Committee oversees clawback policy adoption/revisions—supports pay governance.