Marqeta, Inc.
For the period ended Apr 21, 2026. Filed Apr 21, 2026.
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.
Apr 21, 2026 · Filed Apr 21, 2026
MQ$18.59+0.8%Stored close · as of Nov 6, 2026
Contents
Cover page
Show cover page
a
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. | |
a
[THIS PAGE INTENTIONALLY LEFT BLANK]
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 15, 2026 (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 10, 2026 | |||
| Time: | 11:30 AM ET | |||
| URL: | www.virtualshareholdermeeting.com/MQ2026 | |||
| Record Date: April 15, 2026 | ||||
| Agenda | ||||
| 1.To elect the four Class II director nominees named in the Proxy Statement to hold office until the 2029 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, 2026; | ||||
| 3. To approve an amendment to our Amended and Restated Certificate of Incorporation to effect a 1-for-4 reverse stock split and related reduction of our authorized Common Stock and Preferred Stock; | How to Vote | |||
| 4. To approve an amendment to our Amended and Restated Certificate of Incorporation to provide for officer exculpation to the fullest extent permitted by Delaware law; | Online:www.proxyvote.com | |||
| 5. To approve a non-binding advisory resolution approving the compensation of our named executive officers; and | Phone (Toll Free):1-800-690-6903 | |||
| 6. To transact such other business as may properly come before the Annual Meeting. | Mail:Sign, date, and return your proxy card in the enclosed envelope. | |||
| Proxy Materials | Live at Meeting: You may vote live at the virtual meeting. | |||
| 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 21, 2026, 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, 2025 (the “2025 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 2025 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 21, 2026 | 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 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026Our Proxy Statement and 2025 Annual Reportare available at www.proxyvote.com | ||||
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT SUMMARY | 1 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 7 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| Director Nominees | 9 |
| Continuing Directors | 11 |
| Director Independence | 15 |
| Board Leadership Structure | 15 |
| Board and Committee Meetings | 16 |
| Committees of the Board of Directors | 16 |
| Role of the Board in Risk Oversight | 18 |
| Compensation Committee Interlocks and Insider Participation | 18 |
| Considerations in Evaluating Director Nominees | 18 |
| Stockholder Recommendations for Nominations to the Board of Directors | 19 |
| Communications with the Board of Directors | 19 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 19 |
| Insider Trading Policy; Prohibition on Hedging, Short Sales, and Pledging | 19 |
| Non-Employee Director Compensation | 20 |
| PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| AUDIT COMMITTEE REPORT | 24 |
| PROPOSAL 3: APPROVAL OF A REVERSE STOCK SPLIT AND RELATED REDUCTION OF OUR AUTHORIZED COMMON STOCK | 25 |
| PROPOSAL 4: APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED BY DELAWARE LAW | 30 |
| PROPOSAL NO. 5: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 33 |
| EXECUTIVE OFFICERS AND KEY EMPLOYEES | 34 |
| EXECUTIVE COMPENSATION | 34 |
| Compensation Discussion & Analysis | 36 |
| Compensation Committee Report | 51 |
| Compensation Tables | 52 |
| PAY VERSUS PERFORMANCE | 58 |
| PAY RATIO DISCLOSURE | 67 |
| EQUITY COMPENSATION PLAN INFORMATION | 70 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 70 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 73 |
| OTHER MATTERS | 75 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 76 |
| PROPOSALS OF STOCKHOLDERS FOR 2026 ANNUAL MEETING | 82 |
| ANNEX I - KEY OPERATING METRIC AND NON-GAAP FINANCIAL MEASURES | 83 |
| ANNEX II - PROPOSED AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PURSUANT TO PROPOSAL 3 | 87 |
| ANNEX III - PROPOSED AMENDMENT TO OUR CERTIFICATE OF INCORPORATION PURSUANT TO PROPOSAL 4 | 88 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.