Marc L. Andreessen

About Marc L. Andreessen

Marc L. Andreessen (age 53) has served as an independent director of Coinbase since December 2020. He is a co‑founder and general partner at Andreessen Horowitz (since July 2009), and previously co‑founded Netscape, served as CTO/EVP of Products through its sale to AOL, was CTO at AOL in 1999, and chaired Opsware through its sale to HP in 2007. He holds a B.S. in Computer Science from the University of Illinois Urbana‑Champaign .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Andreessen is independent under Nasdaq and SEC rules; all Board committees are composed entirely of independent directors .
• Committee assignments: Member, Nominating & Corporate Governance Committee (Rajaram, Chair; other members Ehrsam, Andreessen) .
• Attendance and engagement: In 2024, the Board met 5 times; Andreessen attended “over 60%” of the combined Board and committee meetings, below the “at least 75%” level met by most directors (RED FLAG) .
• Declassification and leadership: Board currently elected annually; Coinbase is a “controlled company” (majority voting power held by CEO) but maintains majority independent board and fully independent committees; Lead Independent Director is Fred Wilson .

Fixed Compensation

Program features:

• Annual RSU grant to non‑employee directors (increased to $325,000 effective April 18, 2024) with one‑year vesting; initial appointment RSUs of $550,000 vest over three years .
• Additional Annual RSUs for roles: Nominating & Corporate Governance Committee member $15,000; chair $25,000; Audit member $20,000/chair $35,000; Compensation member $15,000/chair $25,000; Lead Independent Director $45,000 .
• Non‑employee director compensation cap: Cash plus equity ≤ $1,000,000 per calendar year .
• Stock ownership guidelines: Non‑employee directors must accumulate ≥ $350,000 within five years; as of Dec 31, 2024 all non‑employee directors met or were on track .

Performance Compensation

No bonus, options, or performance‑metric driven pay disclosed for non‑employee directors; compensation is equity‑centric and time‑vested .

Other Directorships & Interlocks

• Related‑party oversight: Coinbase notes that its venture investments may include companies where “Related Parties” (including directors) hold ≥10%; during the period, none of the Related Parties had a direct or indirect material interest in those investments. The Audit & Compliance Committee oversees and must approve related‑party transactions under written policies .

Expertise & Qualifications

• Venture capital and startup governance: General Partner at a16z since 2009; deep network across technology sectors .
• Foundational internet/software experience: Co‑founder of Netscape; technology leadership roles at Netscape, AOL, Opsware .
• Public company board experience: Long‑tenured Meta director; director at Samsara; current service on multiple private company boards .
• Education: B.S. in Computer Science, University of Illinois Urbana‑Champaign .

Equity Ownership

Policies affecting alignment:

• Hedging prohibited; pledging prohibited unless approved by Chief Legal Officer; trades through Rule 10b5‑1 plans required for directors/executives .
• Director stock ownership guidelines of $350,000 within five years (compliance on track/met for all non‑employee directors at year‑end 2024) .

Governance Assessment

• Strengths:

  • Independent director with significant technology and venture governance experience; member of fully independent Nominating & Corporate Governance Committee .
  • Equity‑heavy director pay, no cash retainer (for Andreessen), formal stock ownership guidelines, and a cap on total director compensation support alignment and discipline .
  • Robust related‑party review and approval processes overseen by the Audit & Compliance Committee; no material interests by Related Parties in Coinbase Ventures investments during the period .
  • Prohibitions on hedging and pledging (absent approval) and mandated 10b5‑1 trading plans mitigate trading‑related risk .

• Concerns/RED FLAGS:

  • Attendance: Andreessen attended “over 60%” of combined Board/committee meetings in 2024, below the “at least 75%” achieved by most directors—this is a notable governance red flag on engagement .
  • Controlled company structure: CEO’s majority voting power reduces formal independence requirements (though Coinbase chooses to exceed minimums); continued vigilance on independent oversight remains important .
  • Role‑based RSU acceleration on Corporate Transaction for directors may reduce pay‑for‑performance sensitivity at the director level (time‑based vesting, no metrics) .

• Context:

  • Committee service: As a Nominating & Corporate Governance Committee member, Andreessen helps oversee director nominations, governance policies, succession planning, and ESG oversight—areas central to Board effectiveness .
  • Other directorships: External roles at Meta and Samsara expand network and perspective; no Coinbase‑specific related‑party transactions disclosed involving Andreessen during the reported period .