Paul Grewal
Chief Legal Officer & Secretary at COIN
Executive
About Paul Grewal
Paul Grewal, 53, is Coinbase’s Chief Legal Officer & Secretary, a role he has held since August 2020. He previously served as VP & Deputy General Counsel at Meta (2016–2020), U.S. Magistrate Judge (N.D. Cal.) (2010–2016), partner at Howrey LLP, and as a federal judicial law clerk. He holds an S.B. in Civil & Environmental Engineering (MIT) and a J.D. (University of Chicago) . During 2024, Coinbase delivered $6.3B in total net revenue, $2.6B in net income, and $3.3B in Adjusted EBITDA; 2023 results were $2.9B revenue, $94.9M net income, and $964M Adjusted EBITDA, underscoring a sharp rebound across Grewal’s tenure focus areas (regulatory clarity and risk oversight) . Year-end stock prices in the Pay-Versus-Performance table were $252.37 (2021), $35.39 (2022), $173.92 (2023), and $248.30 (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Meta Platforms, Inc. | VP & Deputy General Counsel | Jun 2016–Aug 2020 | Senior legal leadership at a global tech platform |
| U.S. District Court, N.D. Cal. | U.S. Magistrate Judge | Dec 2010–Jun 2016 | Federal judicial decision-making and case management |
| Howrey LLP | Partner | — | Complex litigation and counseling (global law firm) |
| U.S. Court of Appeals for the Federal Circuit | Judicial Law Clerk | — | Appellate judicial clerkship experience |
| U.S. District Court, N.D. Ohio | Judicial Law Clerk | — | Trial-level judicial clerkship experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Private company (not named) | Board Director | Current | Board governance role at a privately held company |
| Multiple nonprofit organizations (not named) | Board/Trustee | Current | Mission oversight and governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 729,125 | 730,000 | 730,000 |
| Target annual bonus (%) | N/A (no annual cash bonus program for NEOs) | N/A | N/A |
| Actual bonus paid ($) | — (none) | — (none) | — (none) |
Performance Compensation
- Coinbase does not operate an annual cash bonus plan for NEOs; Grewal’s variable pay is delivered primarily through equity (time-based RSUs; select historical stock options) rather than individual performance-based metrics .
- Company-level pay-versus-performance disclosures emphasize TSR, net income, stock price (and in 2025 add revenue and Adjusted EBITDA as key measures), but Grewal’s 2024 equity was time-vested RSUs, not PSUs .
Equity grants (awards and structure)
| Grant | Type | Grant date | Shares/Options | Grant-date FV ($) | Vesting |
|---|---|---|---|---|---|
| 2024 LTI | RSU | 2/10/2024 | 52,820 | 7,499,912 | 1/12 quarterly over 3 years (first vest 2/20/2024; through 11/20/2026) |
| 2023 LTI (aggregate) | RSU + Options | 2023 | — | Stock awards 2,267,167; Option awards 2,244,146 | RSUs: 3-year quarterly; Options: typical 3-year quarterly schedules |
| 2023 Option | Stock option | 2/5/2023 | 55,617 (exercisable) | — (fair value included above) | 3-year quarterly; $74.63 strike; exp. 2/5/2033 |
| 2022 Option | Stock option | 2/9/2022 | 40,061 (exercisable) | — | 3-year quarterly; $214.50 strike; exp. 2/9/2032 |
Equity realized in 2024 (liquidity indicators)
| Activity (2024) | Shares | Value realized ($) |
|---|---|---|
| Option exercises | 160,000 | 29,013,573 |
| RSU vesting | 93,843 | 21,484,214 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of 3/31/2025) | 587,217 Class A shares; <1% of outstanding |
| Beneficial ownership breakdown | 83,313 shares held; 492,704 options exercisable within 60 days; 10,789 RSUs expected to settle within 60 days; up to 411 ESPP shares within 60 days |
| Unvested RSUs (12/31/2024) | 13,399 (2/5/2023 grant) – MV $3,326,972; 35,213 (2/10/2024 grant) – MV $8,743,388 (COIN $248.30 on 12/31/2024) |
| Hedging/pledging | Hedging prohibited; pledging prohibited for officers/directors unless approved by the Chief Legal Officer |
| Ownership guidelines | Non-employee director guidelines disclosed; no executive ownership guideline disclosed in proxy |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment | At-will; no specified term; no annual cash bonus program for NEOs |
| Severance (no change in control) | 6 months base salary (lump sum) + up to 6 months company-paid medical premiums, subject to release |
| Severance (double-trigger change in control) | 12 months base salary (lump sum) + up to 12 months medical premiums; 100% vesting of outstanding equity (performance deemed at greater of 100% of target or projected), subject to release |
| Clawback | Compensation Recovery Policy compliant with SEC/Nasdaq rules (recoup incentive-based comp after restatements) |
| Insider trading and plans | All executive open-market trades must be via Rule 10b5-1 plans under company policy |
Change-in-control economics (as of 12/31/2024)
| Scenario | Cash severance ($) | Medical ($) | Accelerated vesting value ($) | Total ($) |
|---|---|---|---|---|
| Qualifying termination – no CoC | 365,000 | 14,452 | — | 379,452 |
| Qualifying termination – with CoC | 730,000 | 28,904 | 15,290,028 | 16,048,932 |
Company Performance Context (during Grewal’s tenure)
Selected metrics:
- Company net income (GAAP), $ billions (from Pay-Versus-Performance table)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income (Loss) ($B) | 3.6 | (2.6) | 0.1 | 2.6 |
- Revenue (GAAP) and Adjusted EBITDA (non-GAAP) as disclosed in proxies
| Metric | 2023 | 2024 |
|---|---|---|
| Total Net Revenue ($B) | 2.9 | 6.3 |
| Adjusted EBITDA ($B) | 0.964 | 3.3 |
- Year-end stock price (from Pay-Versus-Performance)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Stock Price ($) | 252.37 | 35.39 | 173.92 | 248.30 |
Compensation Structure Analysis (signals)
- Mix and risk: No annual cash bonus; emphasis on multi-year, time-based RSUs since 2024; 2023 included both RSUs and options (more upside/leverage), implying a shift toward lower-risk equity in 2024 for non-CEO NEOs including Grewal .
- Pay-for-performance linkage: For Grewal specifically, no individual PSUs; company’s PVP disclosure highlights TSR, net income, stock price (and in 2025, revenue and Adjusted EBITDA) as key measures, but Grewal’s 2024 award vests by service, not metrics .
- Governance features: Double-trigger equity acceleration, clawback policy, 10b5-1 plan requirement, hedging ban, and limited/conditional pledging collectively mitigate conduct and risk-taking concerns .
Insider Transactions, Vesting Pressure, and Plans
- 2024 option exercises: 160,000 shares; value realized $29.0M .
- 2024 RSU vesting: 93,843 shares; value realized $21.5M .
- Reporting and plans: Late Section 16(a) filings note Grewal’s 9/25/2024 and 12/2/2024 transactions were under a Rule 10b5-1 plan (late Forms 4 filed 9/30/2024 and 2/24/2025 due to administrative error) .
- Forward vesting: 2023 and 2024 RSUs continue to vest quarterly through 11/20/2025 and 11/20/2026, respectively—ongoing scheduled share deliveries may contribute to periodic selling activity under trading plans .
Compensation Peer Group and Say-on-Pay
- 2024 peer group: Airbnb, Block, DocuSign, DoorDash, Dropbox, Intuit, Palo Alto Networks, Pinterest, Robinhood, Shopify, Snap, Snowflake, Splunk, The Trade Desk, Twilio, Workday, Zoom (used for market context; no fixed target percentile) .
- Say-on-Pay cadence/outcomes: Triennial vote; >99% approval at 2022 meeting; advisory Say-on-Pay included on 2025 ballot .
Risk Indicators & Red Flags
- Positive: Double-trigger CIC (no single-trigger), clawback, 10b5-1-only trading, no hedging, no tax gross-ups, independent comp consultant; compensation risk oversight disclosed .
- Watch items: 100% equity acceleration upon double-trigger CIC (dilution/expense risk) ; administrative late Section 16 reports for Grewal (plans-based trades) .
Investment Implications
- Alignment: Grewal’s compensation is primarily equity-based with multi-year vesting, aligning long-term outcomes with shareholders; absence of annual cash bonus reduces short-term incentive risk .
- Selling pressure: Significant 2024 option exercises and ongoing quarterly RSU vesting create predictable supply under Rule 10b5-1 plans; monitor plan schedules and vesting calendars for potential overhang near vest dates .
- Retention/CIC: Standardized severance (6–12 months) and full equity acceleration on double-trigger can reduce retention concerns around strategic events while posing potential dilution in a transaction scenario .
- Execution context: Company performance recovered sharply in 2024 (revenue, net income, Adjusted EBITDA), with governance emphasizing regulatory and risk oversight—areas central to Grewal’s remit .