Paul Clement
Director at COIN
Board
About Paul Clement
Paul Clement (58) is an independent director of Coinbase Global, Inc., serving since July 2024; he is a prominent legal expert and former 43rd Solicitor General of the United States (2005–2008) with deep appellate and Supreme Court litigation experience . He is a partner at Clement & Murphy PLLC (since July 2022) and holds a B.S.F.S. in International Economics (Georgetown University), an M.Phil. in Politics & Economics of Development (Darwin College, Cambridge), and a J.D. (Harvard Law School) . Coinbase’s Board determined he meets Nasdaq and SEC independence standards, and he serves on an all‑independent Audit and Compliance Committee .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United States Department of Justice | 43rd Solicitor General of the United States | Jun 2005–Jun 2008 | Led U.S. government’s Supreme Court litigation |
| King & Spalding | Partner | Jan 2009–Apr 2011 | Appellate and strategic litigation |
| Bancroft PLLC | Partner | Apr 2011–Oct 2016 | Supreme Court, appellate, strategic litigation |
| Kirkland & Ellis LLP | Partner | Oct 2016–Jun 2022 | Partner, appellate and strategic litigation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clement & Murphy PLLC | Partner | Jul 2022–present | Supreme Court, appellate, strategic litigation |
Board Governance
- Committee assignments: Member, Audit and Compliance Committee; committee composed entirely of independent directors; Kramer (Chair) and Davies designated “audit committee financial experts,” with all members financially literate .
- Independence: Board determined Clement is independent under Nasdaq and SEC rules; Coinbase is a “controlled company” but opts for majority‑independent board and fully independent committees .
- Attendance and engagement: In 2024, the Board met 5 times; Audit met 8; Compensation met 4; Nominating met 5. Each director attended at least 75% of combined board and committee meetings except Andreessen and Ehrsam (over 60%), implying Clement met the ≥75% threshold .
- Executive sessions: Independent directors meet regularly in executive session, presided over by the Lead Independent Director .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | 856,730 | 856,730 |
| Grant Date | Award Type | Shares (#) | Vesting Schedule |
|---|---|---|---|
| Jul 24, 2024 | RSU | 1,252 | Fully vests Jun 18, 2025, subject to continued service |
| Jul 24, 2024 | RSU | 2,244 | 1/3 on Aug 20, 2025; 1/3 on Aug 20, 2026; 1/3 on Aug 20, 2027; continued service required |
| Component | Amount ($) | Vesting | Notes |
|---|---|---|---|
| Initial Appointment RSU Grant | 550,000 | 1/3 annually over 3 years on the first standard vesting date after grant | Shares computed using Nasdaq closing price on grant date |
| Annual RSU Grant | 325,000 (increased Apr 18, 2024) | Earlier of 1 year from grant or next annual meeting | Pro‑rated if appointed off‑cycle |
| Audit & Compliance Committee Member RSU | 20,000 | Earlier of 1 year from grant or next annual meeting; pro‑rated off‑cycle | Committee chair RSU is $35,000; not applicable to Clement |
| Non‑Employee Director Compensation Limit | Max $1,000,000 combined cash + grant date fair value in a calendar year | — | Applies across director compensation |
- Change‑of‑control terms for director RSUs: All director RSU awards accelerate in full upon consummation of a “Corporate Transaction” under the 2021 Plan .
Performance Compensation
| Director Performance Metrics | Disclosure |
|---|---|
| None | Non‑employee director compensation consists of time‑based RSUs; no performance metrics tied to director pay disclosed . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Paul Clement |
| Compensation committee interlocks | None; no interlocks or insider participation reported for fiscal 2024 |
Expertise & Qualifications
- Prominent legal expert with extensive Supreme Court and appellate litigation background; former U.S. Solicitor General .
- Degrees: B.S.F.S. (Georgetown), M.Phil. (Darwin College, Cambridge), J.D. (Harvard) .
- Audit and compliance oversight exposure via committee service; financially literate alongside committee members .
Equity Ownership
| As of | Class A Beneficial Shares (#) | Class A % | Class B Beneficial Shares (#) | Class B % | Unvested RSUs (#) | Ownership Guidelines | Compliance Status |
|---|---|---|---|---|---|---|---|
| Mar 31, 2025 | — | — | — | — | 3,496 (as of Dec 31, 2024) | Non‑employee directors must hold ≥$350,000 of shares within 5 years (raised from $250,000 in Apr 2024) | As of Dec 31, 2024, all non‑employee directors either met or were on track for compliance by their 5‑year date |
- Trading, hedging, pledging: Directors must trade via Rule 10b5‑1 plans; hedging transactions prohibited; pledging prohibited unless approved by the Chief Legal Officer .
- Clawback policy: Company maintains a Compensation Recovery Policy compliant with SEC/Nasdaq for incentive‑based compensation (primarily applicable to officers) .
Governance Assessment
- Strengths: Independent director on a fully independent Audit and Compliance Committee; committee oversees financial reporting, legal/compliance, cybersecurity risk, and related‑party transactions—enhancing investor confidence . Attendance at or above 75% threshold indicates engagement . Director pay is equity‑focused with stock ownership guidelines, aligning interests over time .
- Considerations: Coinbase is a controlled company; while it opts for majority independence and independent committees, concentrated voting power remains a structural governance consideration . As of Mar 31, 2025, Clement had no beneficially owned shares (unvested RSUs outstanding), suggesting limited near‑term “skin‑in‑the‑game” until vesting, though guidelines require build‑up within five years .
- RED FLAGS: None disclosed regarding related‑party transactions or conflicts tied to Clement; audit committee oversight of related‑party transactions adds a safeguard . Director RSUs accelerate upon a corporate transaction; while common, automatic acceleration can be viewed as a modest misalignment if not balanced by robust independence and committee oversight—mitigated here by fully independent committees and strong governance practices .
- Shareholder sentiment context: Company conducts triennial say‑on‑pay; 2025 advisory vote scheduled; prior (2022) say‑on‑pay support exceeded 99%, indicating broad investor support for compensation philosophy and oversight framework .