Tobias Lütke

About Tobias Lütke

Independent director at Coinbase Global, Inc. since February 2022; age 44 as of March 31, 2025. Co‑founder of Shopify (2004), CEO since April 2008, previously CTO (2004–2008). Member of Meta Platforms’ Meta Advisory Group since May 2024; recognized for technology leadership and open‑source contributions (Ruby on Rails core team; Active Merchant). Independent under Nasdaq rules; Coinbase is a controlled company but maintains majority‑independent board and fully independent committees .

Past Roles

Organization	Role	Tenure	Committees/Impact
Shopify Inc.	Co‑founder & CTO	Sep 2004–Apr 2008	Built platform; Ruby on Rails core team; created Active Merchant
Shopify Inc.	Chief Executive Officer	Apr 2008–present	Scaled global e‑commerce platform; technology leadership

External Roles

Organization	Role	Tenure	Notes
Shopify Inc.	Director	Sep 2004–present	Public company CEO/director
Meta Platforms, Inc.	Meta Advisory Group member	Since May 2024	Advisory capacity (not a board seat)

Board Governance

Independence: Determined independent by the Board’s annual review; all committees 100% independent .
Committee assignments: Not currently a member of Audit & Compliance, Compensation, or Nominating & Corporate Governance (no committee markers next to his name) .
Attendance: In 2024, each director attended at least 75% of board and committee meetings except Messrs. Andreessen and Ehrsam (>60%); implies Lütke met ≥75% threshold .
Board activity: 2024 meetings—Board (5), Audit & Compliance (8), Compensation (4), Nominating & Corporate Governance (5). Independent directors hold regular executive sessions; Fred Wilson serves as Lead Independent Director with defined responsibilities .

Fixed Compensation (Director)

Year	Cash Retainer ($)	Equity Awards ($)	Total ($)	Notes
2024	—	324,941	324,941	Director equity in RSUs; no cash reported

Director program details:

Annual RSU grant increased from $300,000 to $325,000 effective April 18, 2024; vests on earlier of 1 year or next annual meeting .
Initial appointment RSU grant: $550,000, vests one‑third annually over 3 years .
Additional Annual RSU awards (for roles): Audit chair $35k; Compensation chair $25k; Nominating chair $25k; Audit member $20k; Compensation member $15k; Nominating member $15k; Lead Independent Director $45k .
Director RSUs accelerate upon a Corporate Transaction; annual limits cap combined cash+equity at $1,000,000 .

Grant and vesting specifics (Lütke):

2024 grant: 1,329 RSUs on June 14, 2024; fully vests June 14, 2025 (continued service) .
Unvested at 12/31/2024: 1,951 RSUs (622 from 2/2/2022 grant vesting 2/20/2025; 1,329 from 6/14/2024 grant vesting 6/14/2025) .

Performance Compensation

None disclosed for non‑employee directors; director equity is time‑based RSUs without performance metrics .

Other Directorships & Interlocks

Company	Role	Potential Interlock/Note
Shopify Inc.	CEO/Director	Shopify named to Coinbase’s 2024 executive compensation peer group, relevant to compensation benchmarking optics given Lütke’s CEO role at a peer company .
Meta Platforms, Inc.	Meta Advisory Group	Advisory involvement; no related transactions disclosed with Coinbase .

Expertise & Qualifications

Deep technology and platform expertise; Ruby on Rails core contributor and open‑source library author (Active Merchant) .
Scaled global e‑commerce operations as Shopify CEO; relevant to Coinbase’s product/platform ambitions .
Independent governance profile under Nasdaq rules .

Equity Ownership

Holder	Shares	Class	% Outstanding	Notes
Tobias Lütke (personal)	12,156	Class A	<1%	Personal holdings
7910240 Canada Inc. (beneficially owned; Lütke sole director)	208,830	Class A	<1%	Indirect ownership
Total beneficial ownership	220,986	Class A	<1%	Aggregate per proxy table
Unvested RSUs (as of 12/31/2024)	1,951	Class A	—	622 (vested 2/20/2025) + 1,329 (vests 6/14/2025)

Stock ownership guidelines: Non‑employee directors must hold ≥$350,000 in shares within 5 years (increased from $250,000 in April 2024); as of 12/31/2024, all non‑employee directors either met or were on track to comply .

Hedging/pledging: Hedging prohibited; pledging prohibited unless approved by Chief Legal Officer .

Insider Trades (Form 4 Filings)

Filing Date	Period of Report	Summary	Source
2025-02-24	2025-02-20	Form 4 filed; RSU‑related director award activity reported (standard RSU description)
2025-06-23	2025-06-18	Form 4 filed; RSU‑related director award activity reported (standard RSU description)

Governance Assessment

Board effectiveness: Lütke is a seasoned operator with technology depth; independent director with ≥75% attendance in 2024; not on any board committees, limiting direct influence over audit/compensation/nominating processes .
Alignment: Director pay is equity‑heavy and time‑based RSUs; no cash retainer or meeting fees reported for Lütke in 2024; beneficial ownership includes direct and indirect Class A shares; subject to stock ownership guidelines and anti‑hedging/pledging policies .
Conflicts/related parties: No related‑party transactions disclosed involving Lütke or Shopify; note Shopify’s inclusion in Coinbase’s compensation peer group—optical interlock risk in executive pay benchmarking, but committees are independent and peer group selection utilized an independent consultant (Semler Brossy) .
Signals: Independent committees, controlled‑company status acknowledged but governance practices exceed minimums (majority independent board; lead independent director). Meeting cadence and executive sessions indicate active oversight; attendance thresholds met by Lütke support engagement .

RED FLAGS: None disclosed specific to Lütke (no low attendance flag, no related‑party transactions, no hedging/pledging). Optical interlock exists via Shopify’s presence in the compensation peer group; continued monitoring of Compensation Committee independence and consultant processes mitigates risk .