Kelly A. Kramer
Coinbase GlobalAbout Kelly A. Kramer
Kelly A. Kramer, 57, is an independent director at Coinbase (COIN) serving since December 2020. She is Audit and Compliance Committee Chair and a member of the Compensation Committee, and is designated an “audit committee financial expert.” Kramer holds a B.S. in Mathematics from Purdue University and brings deep CFO and finance leadership experience from Cisco and GE Healthcare, aligning strongly with board oversight of financial reporting and risk.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Executive Vice President & Chief Financial Officer | Jan 2015 – Dec 2020 | Led corporate finance and reporting; CFO oversight across a global technology firm |
| Cisco Systems, Inc. | SVP, Corporate Finance; SVP, Business Technology & Operations Finance | Jan 2012 – Jan 2015 | Senior finance leadership roles supporting operations and technology finance |
| GE Healthcare Systems | Vice President & CFO | Not disclosed | Senior finance leadership in healthcare systems |
| GE Healthcare Diagnostic Imaging & Biosciences (GE) | Various finance roles | Not disclosed | Finance leadership across divisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gilead Sciences, Inc. | Director | Since Aug 2016 | Public company directorship |
| Snowflake Inc. | Director | Since Jan 2020 | Public company directorship |
| Privately held company | Director | Current | Company not named |
Board Governance
- Independence: Board determined Kramer is independent under Nasdaq and SEC rules. All board committees are entirely independent.
- Committee assignments: Audit and Compliance Committee (Chair); Compensation Committee (Member).
- Audit Committee scope: Oversees external audit selection, independence, internal controls, enterprise risk (including cybersecurity), disclosure controls, legal/compliance risk, and related party transaction oversight.
- Compensation Committee scope: Approves/oversees executive and director compensation, equity plans, clawback policy, pay equity and D&I oversight.
- Attendance and engagement: In 2024 the Board met 5 times; Audit 8; Compensation 4; Nominating 5. Each director attended ≥75% of applicable meetings except Andreessen and Ehrsam (>60%); Kramer met the ≥75% threshold. Independent directors meet in regular executive sessions.
- Lead Independent Director: Fred Wilson, with robust responsibilities for agendas, executive sessions, liaison and independent leadership.
Fixed Compensation
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual RSU Award | $325,000 | Increased from $300,000 effective April 18, 2024; vests on earlier of 1 year from grant or next annual meeting |
| Additional RSU – Audit Chair | $35,000 | RSUs for chair service; pro-rated if mid-cycle; same vest convention as Annual Award |
| Additional RSU – Compensation Member | $15,000 | RSUs for committee membership; pro-rated if mid-cycle; same vest convention |
| Special Litigation Committee Fees (cash) | $67,026 | Cash fees for special litigation committee service (Kramer and Rajaram only) |
| Stock Awards (grant-date fair value) | $374,819 | RSUs granted/valued per ASC 718 |
| Total 2024 Director Compensation | $441,844 | Sum of cash and stock award value |
RSU vesting/acceleration details:
- 2024 RSU grant: 1,533 shares granted June 14, 2024; full vest June 14, 2025, subject to continued service.
- Director RSU awards accelerate in full upon consummation of a Corporate Transaction under the 2021 Plan.
Program characteristics:
- Director compensation delivered exclusively in equity RSUs (annual and role-based) with limited cash only for special litigation committee service; non-employee director compensation capped at $1,000,000 combined cash + equity per calendar year.
Performance Compensation
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| None – Director compensation is time-based RSUs (no performance-conditioned director awards disclosed) | Not applicable |
Other Directorships & Interlocks
- Current public boards: Gilead Sciences; Snowflake.
- Interlocks/conflicts: No related-party transactions disclosed involving Kramer; Audit Committee reviews related-party transactions. Aon vendor relationship relates to director Christa Davies, not Kramer.
Expertise & Qualifications
- Designated “audit committee financial expert.”
- Former Fortune 100 CFO and senior finance leader (Cisco; GE Healthcare), with extensive financial reporting, controls, risk oversight, and capital allocation experience.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 32,118 shares of Class A common stock (beneficial ownership <1% of outstanding) |
| Unvested director RSUs (as of 12/31/2024) | 1,533 shares (granted 6/14/2024; vest 6/14/2025) |
| Ownership guidelines | Non-employee directors must hold ≥$350,000 in COIN shares within 5 years (raised from $250,000 in Apr 2024); as of 12/31/2024 all non-employee directors met or were on track. |
| Hedging/pledging | Hedging prohibited; pledging prohibited unless approved by Chief Legal Officer. |
Governance Assessment
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Strengths
- Independent director; Audit Chair; Compensation Committee member; designated financial expert—strong alignment with investor expectations for oversight of financial reporting, risk, and pay governance.
- Robust committee mandates (enterprise risk, cybersecurity, disclosure controls, clawback policy) and fully independent committee composition.
- Director ownership guidelines tightened to $350k; broad compliance/on-track status improves alignment.
- Attendance at or above the 75% threshold across board/committees in 2024 demonstrates engagement.
-
Watchpoints
- Controlled company status due to CEO voting control can structurally reduce certain governance requirements, though Coinbase opts into majority independence and independent committees. Continued vigilance by Audit Chair is important.
- Multiple outside public boards (Gilead, Snowflake) imply meaningful time commitments; no conflicts disclosed, but investors should monitor for potential future interlocks or vendor ties.
-
Compensation & shareholder signals
- Director comp heavily equity-based RSUs with role-based RSUs (audit chair/member supplements); limited cash only for special litigation committee service—generally favorable alignment.
- Executive say-on-pay support was >99% in 2022, indicating broad shareholder alignment with compensation governance at that time.
-
Related-party and red flags
- No related-party transactions disclosed for Kramer; Section 16(a) compliance noted, with late filings only for other executives in 2024; none referenced for Kramer.