Lawrence Brock

About Lawrence Brock

Lawrence Brock, age 53, is Coinbase’s Chief People Officer (since February 2019). He previously led people functions at Citadel and Red Hat and holds a B.A. in Business Administration (University at Albany, SUNY) and an M.B.A. from Georgia State University’s J. Mack Robinson College of Business . Coinbase delivered 2024 net revenue of $6.3B, net income of $2.6B, and Adjusted EBITDA of $3.3B, with equity programs designed to emphasize long-term alignment over cash bonuses .

Past Roles

External Roles

No external directorships or additional roles disclosed for Mr. Brock in the proxy .

Fixed Compensation

Notes:

• Coinbase’s model: competitive base salary; no annual cash bonus for NEOs; emphasis on equity .

Performance Compensation

Equity awards are the primary at-risk incentive; for Mr. Brock these are time-based RSUs and legacy stock options (no individualized performance metrics attached to his awards).

• 2024 Annual RSU Grant: 52,820 RSUs granted on 2/10/2024; vests in equal quarterly installments over 3 years (1/12th quarterly), first vest 2/20/2024 through 11/20/2026; grant date fair value $7,499,912 .
• 2023 RSU Grant: 13,399 RSUs outstanding and unvested as of 12/31/2024; equal quarterly vesting 2/20/2023–11/20/2025 .
• 2024 Equity Realization: 132,855 shares acquired on RSU vesting during 2024; value realized $30,415,495 .

Performance-metric design (program-level context):

• NEOs (other than CEO and COO’s separate performance award) are primarily on time-based equity; no annual cash bonus metrics are used .
• For reference, the COO’s 2023 performance award is tied to Revenue (20%), Adjusted EBITDA (20%), and Relative TSR (60%); relative TSR achieved 99th percentile for 2023 tranche and 98th percentile for 2024 tranche (payout capped at target each year) .

Award Detail Tables

• Time-based RSUs (Brock) | Attribute | 2023 Grant | 2024 Grant | |---|---|---| | Grant Date | 2/5/2023 (vesting commenced 11/20/2022) | 2/10/2024 (vesting commenced 11/20/2023) | | Total RSUs Granted (#) | 13,399 unvested at 12/31/2024 (original grant covered more; this shows remaining) | 52,820 | | Vesting Schedule | Equal quarterly; 2/20/2023–11/20/2025 | Equal quarterly; 2/20/2024–11/20/2026 | | Grant Date Fair Value ($) | Included in 2023 stock awards $2,267,167 (aggregate for all 2023 grants) | 7,499,912 |

• Options (Brock) | Grant Date | Exercisable (#) at 12/31/2024 | Strike ($) | Expiration | |---|---:|---:|---| | 4/17/2019 | 3 | 17.87 | 4/16/2029 | | 2/9/2022 | 20,498 | 214.50 | 2/9/2032 | | 2/5/2023 | 19,878 | 74.63 | 2/5/2033 |

• 2024 Option Exercises and RSU Vesting | Action | Shares | Value Realized ($) | |---|---:|---:| | Options Exercised (2024) | 264,813 | 49,971,287 | | RSUs Vested (2024) | 132,855 | 30,415,495 |

Equity Ownership & Alignment

Security ownership context: Brock’s beneficial stake is below 1%, indicating limited voting influence; no pledging disclosures specific to him were noted in the proxy materials .

Employment Terms

Compensation Structure Analysis

• Cash vs. Equity mix: No annual bonus; program emphasizes multi-year equity vesting, increasing sensitivity to stock performance over time .
• Performance metrics: Brock’s equity awards are time-based; no individualized performance metrics disclosed for his grants (contrast with COO award metrics) .
• Vesting cadence and potential supply: 2024 RSUs vest quarterly through Nov 20, 2026 and 2023 RSUs through Nov 20, 2025, creating regular delivery of shares; in 2024, Brock exercised 264,813 options and had 132,855 RSUs vest .
• Governance safeguards: Double-trigger CoC with full acceleration (for NEOs other than CEO’s special award), clawback policy, hedging/pledging restrictions, and Rule 10b5-1 trading plan requirements .

Say-on-Pay, Committee, and Benchmarking Context

• Say-on-Pay: At the 2022 annual meeting, say-on-pay received over 99% support; 2025 proxy again seeks an advisory vote on NEO compensation .
• Compensation Committee: Independent directors (Chair Fred Wilson; members Kelly Kramer and Gokul Rajaram); uses Semler Brossy as independent advisor .
• Peer Group (2024): Airbnb, Block, DocuSign, DoorDash, Dropbox, Intuit, Palo Alto Networks, Pinterest, Robinhood, Shopify, Snap, Snowflake, Splunk, The Trade Desk, Twilio, Workday, Zoom .

Investment Implications

• Alignment and retention: Brock’s pay structure (no cash bonus; time-based RSUs; legacy options) ties realized compensation to equity outcomes and tenure; quarterly RSU vesting through late 2025/2026 supports retention but also schedules ongoing share delivery .
• Selling pressure signals: 2024 activity shows material option exercises (264,813 shares) and RSU vesting (132,855 shares); Coinbase’s mandatory 10b5-1 trading plans and anti-hedging policies reduce informational content of sales and mitigate risk practices .
• Change-of-control economics: Double-trigger with full acceleration (and salary/benefits) could reduce post-deal lock-ins but provides clear economics in a transaction; Brock’s modeled CoC severance and acceleration totaled ~$16.0M at 12/31/2024 pricing assumptions .
• Ownership and influence: Beneficial ownership of 72,171 Class A shares (<1%) implies modest direct voting influence; alignment relies more on unvested equity and future vesting than on large retained stakes .

Appendices

Executive Snapshot (from 2025 Proxy)

Company Performance (context for alignment)

Beneficial Ownership (as of 10/31/2025)