Gokul Rajaram
Director at COIN
Board
About Gokul Rajaram
Independent director of Coinbase Global, Inc. since August 2020; age 50; holds a B.Tech in Computer Science (IIT Kanpur), M.S. in Computer Science (University of Texas), and MBA (MIT Sloan). Background spans senior product and operating roles at DoorDash (2019–Apr 2024), Square (2013–2019), Meta/Facebook Ads (2010–2013), Chai Labs (CEO, 2007–2010), and Google AdSense (2003–2007) . Board tenure now ~5 years; classified as independent by the Board under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DoorDash, Inc. | Executive | Nov 2019 – Apr 2024 | Senior operating executive; product/operations leadership |
| Square, Inc. | Caviar Lead; Register Lead | Jul 2013 – Oct 2019 | Led product lines; fintech operating experience |
| Meta Platforms, Inc. | Product Director, Ads | Aug 2010 – Jun 2013 | Ads product leadership |
| Chai Labs, Inc. | Co-Founder & CEO | Dec 2007 – Sep 2010 | Company acquired by Meta in Sep 2010 |
| Product Management Director, AdSense | Jan 2003 – Nov 2007 | Built large-scale ad platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Trade Desk, Inc. | Director | May 2018 – present | Public company directorship; digital advertising domain expertise |
| Pinterest, Inc. | Director | Feb 2020 – present | Public company directorship; consumer/social media expertise |
| Privately held companies (2) | Director | Current | Private board experience |
Board Governance
- Committee assignments at COIN: Compensation Committee member; Nominating and Corporate Governance Committee member and chair .
- Independence: Board determined Rajaram is independent; all Board committees are 100% independent .
- Attendance and engagement: In 2024, Board met 5x; Compensation 4x; Nominating 5x. Each director attended ≥75% of meetings of the Board/committees on which they served, except Andreessen and Ehrsam (>60%)—Rajaram met the ≥75% threshold (positive engagement signal) .
- Board structure: Declassified Board; annual elections; Lead Independent Director (Fred Wilson) with robust responsibilities; regular executive sessions of independent directors (enhanced oversight) .
- Key oversight: Nominating Committee (chaired by Rajaram) handles board evaluations, succession planning, governance and ESG oversight—central to board effectiveness .
Fixed Compensation
- Coinbase non-employee director program (equity-centric):
- Initial RSU Award: $550,000 grant value, vests in 3 annual tranches from the next standard vest date (Feb/May/Aug/Nov) .
- Annual RSU Award: $325,000 grant value (increased from $300,000 in Apr 2024), vests on earlier of one year or the next annual meeting .
- Additional Annual RSU Awards for committee roles (delivered as RSUs; vest similarly): Audit Chair $35,000; Compensation Chair $25,000; Nominating Chair $25,000; Audit Member $20,000; Compensation Member $15,000; Nominating Member $15,000; Lead Independent Director $45,000 .
- Annual non-employee director comp cap: $1,000,000 (cash plus equity grant-date fair value) .
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $67,026 | Special Litigation Committee service fees (one-off) |
| Stock Awards (RSUs) | $364,794 | 2024 director RSU grants; accounting fair value (ASC 718) |
| Total | $431,820 | Sum of 2024 director comp |
Director stock award details:
- 2024 RSU grant: 1,492 shares granted on June 14, 2024; scheduled to fully vest on June 14, 2025 (subject to service) .
Performance Compensation
| Performance Metric | Applies to Non-Employee Directors? | Detail |
|---|---|---|
| Revenue, EBITDA, TSR goals | No | COIN director equity is time-based RSUs; no performance metrics disclosed for directors |
Other Directorships & Interlocks
- Public boards: The Trade Desk, Pinterest (no disclosed related-party transactions with Rajaram’s affiliations in 2024; Aon was a vendor, tied to another director’s prior role) .
- Policy: Audit & Compliance Committee reviews/approves related-party transactions; written procedures in place (mitigates interlock/conflict risk) .
Expertise & Qualifications
- Product/technology operator with deep ads/fintech scale experience (Google AdSense, Square, DoorDash, Meta Ads) .
- Governance experience: Chairs Nominating & Corporate Governance Committee; oversees board evaluations, succession and ESG programs .
- Academic credentials in CS and business (IIT Kanpur; UT Austin; MIT Sloan) .
Equity Ownership
- Beneficial ownership: 9,195 shares of Class A; <1% of outstanding; not a control position .
- Unvested director RSUs (as of 12/31/2024): 1,492 shares (granted 6/14/2024; vest 6/14/2025) .
- Ownership guidelines: $350,000 minimum within 5 years; all non-employee directors met or are on track as of 12/31/2024 .
- Hedging/pledging: Hedging prohibited; pledging prohibited without CLO approval; trades must be under Rule 10b5-1 plans .
Insider trading activity:
| Date (Trade) | Shares | Price | Type | Note/Plan |
|---|---|---|---|---|
| Jan 18–22, 2024 | 1,145 | $133.25 | Sale | Planned sale (Form 4) |
| Feb 15–16, 2024 | 1,145 | $168.89 | Sale | Planned sale |
| Mar 21, 2024 | 1,145 | $260.00 | Sale | SEC Form 4 referenced; press summary |
| Apr 18–22, 2024 | 1,145 | $215.57 | Sale | Planned sale |
| May 16–17, 2024 | 1,144 | $215.00 | Sale | SEC Form 4 press summary |
| Sep 18–20, 2024 | 400 | $161.34 | Sale | Press summary |
| Oct 16, 2024 | 400 | $204.44 | Sale | Under 10b5-1 plan adopted May 30, 2024 (Form 4) |
| Jun 18, 2025 | 1,234 | $0 | RSU Award | Director RSU grant; vests by next annual meeting or one year |
Observation: Sales are small, scheduled under Rule 10b5-1, and consistent with time-based RSU settlements—generally neutral for alignment given ownership guidelines and hedging restrictions .
Governance Assessment
-
Strengths:
- Independent director with strong product/technology governance credentials; chairs Nominating & Corporate Governance—direct influence on board composition, evaluations, succession and ESG oversight .
- Meets attendance expectations; committee independence and robust executive session practices enhance oversight quality .
- Equity-centric director pay; ownership guidelines ($350k) bolster alignment; no director hedging; 10b5-1 trading discipline .
-
Compensation/Alignment:
- 2024 director pay modest relative to cap; mix primarily RSUs with limited cash (special litigation fees only) .
- RSU vesting time-based; no performance metrics—common market practice for directors; alignment relies on share ownership and governance roles .
-
Conflicts/Related Party:
- No disclosed related-party transactions involving Rajaram in 2024; Audit Committee policies for related-party review mitigate risk .
- External public boards (TTD, Pinterest) are not crypto competitors; low direct conflict risk; monitoring appropriate via Audit/Nominating .
-
RED FLAGS to note:
- Board-wide attendance issues in 2024 for Andreessen/Ehrsam (>60%); not applicable to Rajaram but suggests broader engagement focus .
- Controlled company status (Armstrong majority voting power) reduces certain Nasdaq governance requirements; mitigated by Coinbase opting for majority independent board and independent committees .
Overall: Rajaram’s chair role in Nominating & Governance, consistent attendance, and adherence to trading/ownership policies are supportive of board effectiveness and investor confidence. Director pay structure is standard; alignment primarily through ownership guidelines and independent oversight rather than performance-linked equity .