Marqeta, Inc.
For the period ended Jun 12, 2025. Filed Apr 24, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2025 · Filed Apr 24, 2025
MQ$18.59+0.8%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant x | Filed by a Party other than the Registrant o |
|---|---|
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply) | ||
|---|---|---|
| x | No fee required. | |
| o | Fee paid previously with preliminary materials. | |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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Notice of Annual Meeting of Stockholders
| Annual Meeting Information | Your Vote is Important | |||
|---|---|---|---|---|
| Company: | Marqeta, Inc. | Stockholders of record at the close of business on April 21, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any postponements or adjournments thereof.Even if you plan to attend the virtual Annual Meeting, we ask that you please promptly vote on the internet, by phone, or by mail. Voting early will not prevent you from voting in person at the Annual Meeting if you wish to do so. | ||
| Date: | June 12, 2025 | |||
| Time: | 11:30 AM ET | |||
| URL: | www.virtualshareholdermeeting.com/MQ2025 | |||
| Record Date: April 21, 2025 | ||||
| Agenda | ||||
| 1.To elect the three Class I director nominees named in the Proxy Statement to hold office until the 2028 annual meeting of stockholders or until their successors are elected and qualified; | ||||
| 2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2025; | ||||
| 3. To approve a non-binding advisory resolution approving the compensation of our named executive officers; and | How to Vote | |||
| 4. To transact such other business as may properly come before the Annual Meeting. | Online:www.provyvote.com | |||
| Proxy Materials | Phone (Toll Free):1-800-690-6903 | |||
| We have elected to provide internet access to our proxy materials in lieu of mailing printed copies. Providing our Annual Meeting materials via the internet reduces the costs associated with our Annual Meeting and lowers our environmental impact, all without negatively affecting our stockholders’ ability to timely access Annual Meeting materials.On or about April 24, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). The Notice provides instructions on how to vote online or by telephone and how to receive a paper copy of the Annual Meeting materials by mail. The Proxy Statement and our 2024 Annual Report can be accessed directly at www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your Annual Meeting materials.Crystal SumnerCorporate SecretaryApril 24, 2025 | Mail:Sign, date, and return your proxy card in the enclosed envelope. | |||
| Live at Meeting: If you attend our virtual meeting, you may vote live at the meeting. | ||||
| Additional voting instructions are provided in the Proxy Statement and on your proxy card. | ||||
| The Annual Meeting, including any adjournments, continuations, or postponements, will be held exclusively online via live audio webcast. The virtual format of the Annual Meeting allows us to preserve and even increase stockholder access while also saving time and money for both us and our stockholders. With a virtual format you will be able to vote and submit questions during the meeting, and we encourage you to attend online and participate. | ||||
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 12, 2025Our Proxy Statement and 2024 Annual Reportare available at www.proxyvote.com | ||||
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT SUMMARY | 1 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 6 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Director Nominees | 8 |
| Continuing Directors | 10 |
| Departing Directors | 15 |
| Director Independence | 16 |
| Board Leadership Structure | 16 |
| Board and Committee Meetings | 17 |
| Committees of the Board of Directors | 17 |
| Role of the Board in Risk Oversight | 19 |
| Compensation Committee Interlocks and Insider Participation | 19 |
| Considerations in Evaluating Director Nominees | 19 |
| Stockholder Recommendations for Nominations to the Board of Directors | 20 |
| Communications with the Board of Directors | 20 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 20 |
| Insider Trading Policy; Prohibition on Hedging, Short Sales, and Pledging | 20 |
| Non-Employee Director Compensation | 20 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| AUDIT COMMITTEE REPORT | 25 |
| PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 26 |
| EXECUTIVE OFFICERS AND KEY EMPLOYEES | 27 |
| EXECUTIVE COMPENSATION | 27 |
| Compensation Discussion & Analysis | 29 |
| Compensation Committee Report | 45 |
| Compensation Tables | 46 |
| PAY VERSUS PERFORMANCE | 52 |
| PAY RATIO DISCLOSURE | 60 |
| EQUITY COMPENSATION PLAN INFORMATION | 63 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 63 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 65 |
| OTHER MATTERS | 67 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 68 |
| PROPOSALS OF STOCKHOLDERS FOR 2026 ANNUAL MEETING | 73 |
| ANNEX I - KEY OPERATING METRIC AND NON-GAAP FINANCIAL MEASURES | 75 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.