mq-20240425

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

Marqeta, Inc.

(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.

[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 22, 2024 (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 13, 2024

Time:

11:30 AM ET

URL:

www.virtualshareholdermeeting.com/MQ2024

Record Date: April 22, 2024

Agenda

1.To elect the three Class III director nominees named in the Proxy Statement to hold office until the 2027 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, 2024;

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 25, 2024, 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, 2023 (the “2023 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 2023 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 Sumner

Corporate Secretary

April 25, 2024

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 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2024

Our Proxy Statement and 2023 Annual Report

are available at www.proxyvote.com

TABLE OF CONTENTS


			Page

PROXY STATEMENT SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			5
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			10
Director Nominees			11
Continuing Directors			16
Director Independence			17
Board Leadership Structure			17
Board and Stockholder Meetings			17
Committees of the Board of Directors			18
Compensation Committee Interlocks and Insider Participation			19
Board Diversity			19
Considerations in Evaluating Director Nominees			20
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
Role of the Board in Risk Oversight			21
Non-Employee Director Compensation			21
PROPOSAL NO. 1: ELECTION OF DIRECTORS			23
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			24
AUDIT COMMITTEE REPORT			26
PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION			27
EXECUTIVE OFFICERS AND KEY EMPLOYEES			28
EXECUTIVE COMPENSATION			28
Compensation Discussion & Analysis			30
Compensation Committee Report			44
Compensation Tables			45
PAY VERSUS PERFORMANCE			51
PAY RATIO DIS CLOSURE			58
EQUITY COMPENSATION PLAN INFORMATION			60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			60
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			63
OTHER MATTERS			65
PROPOSALS OF STOCKHOLDERS FOR 2024 ANNUAL MEETING			66
ANNEX I - K EY OPERATING METRIC AND NON-GAAP FINANCIAL MEASURES			67

PROXY STATEMENT SUMMARY

Our board of directors is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders of Marqeta, Inc., including any adjournments, continuations, or postponements (the “Annual Meeting”) for the purposes set forth in this proxy statement for our Annual Meeting (the “Proxy Statement”). In this Proxy Statement, we refer to Marqeta, Inc. as “Marqeta,” the “Company,” “we,” “us,” or “our.” The contents of our websites are not intended to be incorporated by reference into this Proxy Statement or in any other report or document we file with the Securities and Exchange Commission (the “SEC”), and any references to our websites in this Proxy Statement are intended to be inactive textual references only, unless specifically noted otherwise.

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider when voting. Please carefully read the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) before voting.


2024 Annual Meeting of Stockholders
Date and Time	Record Date	Place	Who Can Attend and Vote
June 13, 2024 11:30 AM PT	April 22, 2024	www.virtualshareholdermeeting.com/MQ2024	Stockholders of record at the close of business on April 22, 2024


Proposals and Board Recommendations
Item	Proposal	Board Recommendation	Page
1	Election of three Class III directors	FOR each nominee	23
2	Ratification of KPMG LLP as our independent registered public accounting firm	FOR	24
3	Approval on a non-binding advisory basis of the compensation of our named executive officers	FOR	27

2023 Financial and Operating Highlights

Marqeta had a transformative fiscal year 20231:

•Total processing volume increased by 34% year-over-year, from $166 billion in 2022, to $222 billion in 2023.

•Net revenue decreased by $72 million, or (10%) year-over-year, primarily driven by the Company’s contract renewal with Cash App, which allowed for reduced pricing and also resulted in a change to revenue presentation. The impact of fees owed to issuing banks and card networks related to the Cash App primary card network volume, which are netted against revenue earned from the Cash App program within Net revenue, was a reduction of $234 million, negatively impacting the growth rate by 31 percentage points. In prior periods, these costs were included within Cost of Revenue.

•Gross profit increased by $10 million, or 3% year-over-year. Gross margin was 49% for fiscal year 2023.

•Net loss increased by $38 million, or 21%, year-over-year to $223 million, primarily driven by expenses related to the Company’s Power Finance acquisition.

•Adjusted EBITDA for fiscal year 2023 was a loss of $2 million, a $40 million year-over-year improvement.

(1)See reconciliation in Annex I - Key Operating Metric and Non-GAAP Financial Measures.

Our Director Nominees

You are being asked to vote on the election of the following three Class III director nominees. Detailed information about each director can be found beginning on page 11.

Name and Principal Occupation

Age

Director Since

Independent

NGC

Other Public Company Boards

Alpesh Chokshi

President of Banyan

N/A

☑

Srikiran (Kiran) Prasad

Former Head of Product, Next Door Holdings, Inc.

2022

☑

Godfrey Sullivan

Former President and CEO, Splunk, Inc.

2021

☑

AC = Audit Committee

CC = Compensation Committee

NGC = Nomination and Governance Committee

Our Board of Directors

Our board of directors embodies a diverse range of viewpoints, backgrounds, and skills that are vital to its effectiveness.


Gender Diversity	Demographic Diversity	Age Diversity


80%			INDEPENDENT Directors						3			NEW DIRECTORS added since 2022

See page 11 for individual details for each director, including experience and qualifications.

Corporate Governance Highlights

Strong corporate governance practices are key to achieving our performance goals while maintaining the trust and confidence of our stockholders, customers, and other stakeholders. Our corporate governance practices are described in more detail beginning on page 16 and in our Corporate Governance Guidelines, which can be found at www.investors.marqeta.com/governance/governance-overview.


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Director Independence

80% Independent

•8 of our 10 directors are independent.

•All committees of our board of directors are composed exclusively of independent directors.

Board Leadership

Independent Lead Director

•We have a Lead Independent Director with prescribed duties.

•The Lead Independent Director serves as a liaison with management and the independent directors on topics relevant to the board of directors.

Board Risk Oversight

Active Oversight of Strategy and Enterprise Risk

•The board of directors is actively engaged in strategic planning through an integrated, risk-informed approach that supports our long-term growth.

•The audit committee meets regularly with members of management to review and discuss implementation of risk assessment and risk management policies and procedures.

Stock Ownership Requirements

Robust Director and Officer Stock Ownership Guidelines

•Within five years of joining the board of directors, our non-employee directors are expected to hold shares of Marqeta common stock equal in value to five times their annual cash retainer.

•Our Chief Executive Officer and Executive Chairman are expected to hold shares of Marqeta common stock equal in value to five times their salaries, and our other named executive officers (“NEOs”) are expected to hold shares of Marqeta common stock equal in value to 1.5 times their annual salary.

•We do not allow our employees, including our executive officers, or our directors to pledge shares as collateral or hedge the economic risk of owning shares.

Governance Matters

Strong Corporate Governance

•We have a comprehensive orientation program for new directors.

•The board of directors and its committees conduct annual self-assessments.

•The independent directors regularly meet in executive session without management present, and our Lead Independent Director presides over those sessions.

•We have no poison pill.

•Our independent directors have complete access to management.

Executive Compensation Highlights

You are being asked to vote on an advisory basis on the compensation paid to the Company’s NEOs as described in this Proxy Statement, including the Compensation Discussion & Analysis and Compensation Tables beginning on page 30.

In January 2023, the compensation committee and the board of directors approved changes to the executive officer compensation that were intended to further strengthen the alignment of pay and performance, as well as focus executives on creating long-term stockholder value. These changes included:


2023 Compensation Highlights
Adjusting base salaries and bonus targets for our NEOs to align their cash compensation with our compensation philosophy and their role within the Company; and granting long-term equity awards in the form of both restricted stock units and stock options that generally vest over multiple years and align our executive compensation with the interests of our stockholders.

3 2024 PROXY STATEMENT

Compensation Philosophy and Objectives

Our executive compensation program is designed to:

•Link pay to performance

•Encourage long-term commitment and align the interests of our executive officers with those of our stockholders by placing a substantial portion of pay at risk through performance goals

•Promote internal pay equity

•Motivate and reward superior performance that supports our business and strategic plans and contributes to the long-term success of the Company

•Attract, develop, and retain an experienced and highly qualified executive officer team

We meet these objectives through our compensation mix, including base salary, short-term incentives, and long-term incentives.


Executive Chairman Target Compensation Mix	Chief Executive Officer Target Compensation Mix	Other Named Executive Officers Target Compensation Mix


What We Do						What We Don’t Do
•Maintain a compensation committee composed entirely of independent members of the board of directors •Use an independent compensation consultant retained directly by the compensation committee •Align NEO compensation with stockholder interests using equity compensation •Use a representative peer group of comparable financial technology, internet, and software companies, as well as relevant compensation survey data, when setting executive compensation •Risk of compensation programs Company-wide is considered by the compensation committee						•Permit any of our employees or members of the board of directors to engage in short sales, hedging, pledging, or transactions in derivatives of our securities •Offer fixed term (vs. “at-will”) employment for our NEOs •Provide our NEOs any deferred compensation or access to special retirement or pension plans that are not generally available to all of our employees •Provide tax reimbursements or gross-ups on executive change-in-control payments •Offer special health benefits: NEOs are eligible for the same health benefits as other employees •Provide significant perquisites to NEOs


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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

The information provided in the “question and answer” format below addresses certain frequently asked questions but is not intended to be a summary of all matters contained in this Proxy Statement. Please read the entire Proxy Statement carefully before voting your shares.

Why did I receive a Notice Regarding the Availability of Proxy Materials on the Internet?

Pursuant to rules adopted by the SEC, we have elected to provide access to our Annual Meeting materials over the internet. Accordingly, we have sent you the Notice of Annual Meeting of Stockholders (the “Notice”) because our board of directors is soliciting your proxy to vote at the Annual Meeting. All stockholders will have the ability to access the Annual Meeting materials on the website referred to in the Notice or to request a printed set of the Annual Meeting materials. Instructions on how to access the Annual Meeting materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 25, 2024 to all stockholders of record entitled to vote at the Annual Meeting. If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.

Will I receive any other Annual Meeting materials by mail?

We may send you a proxy card, along with a second Notice, after ten calendar days have passed since our first mailing of the Notice.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:

•Proposal No. 1: Election of the three Class III nominees for director: Alpesh Chokshi, Srikiran (Kiran) Prasad, and Godfrey Sullivan, each to hold office until our annual meeting of stockholders in 2027 and until his successor is duly elected and qualified or until his earlier death, resignation, or removal;

•Proposal No. 2: Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

•Proposal No. 3: Non-binding advisory vote on the compensation of our named executive officers.

What vote is necessary to approve each proposal and what are the board of directors’ recommendations?

The following table sets forth the voting requirements for each proposal being voted on at the Annual Meeting and the board of directors’ recommendations:

Effect of

Proposal

Board
Recommendation

Required
Vote

Withholding /
Abstentions

Broker Non-
Votes

(Proposal No. 1) Election of directors

FOR each nominee

Plurality of the voting power of the shares present in person or by proxy (nominees that receive the most FOR votes will be elected)

No effect

Not counted as entitled to vote and therefore no effect

(Proposal No. 2) Ratification of KPMG LLP

FOR

Majority of the voting power of the shares present in person or by proxy

Same as a vote AGAINST

Not applicable (brokers have voting discretion)

(Proposal No. 3) Non-binding advisory vote on the compensation of our named executive officers

FOR

Majority of the voting power of the shares present in person or by proxy

Same as a vote AGAINST

Not counted as entitled to vote and therefore no effect

5 2024 PROXY STATEMENT

Because Proposal No. 3 is an advisory vote, the results will not be binding on our board of directors, our compensation committee, or the Company. However, our board of directors and our compensation committee will consider the outcome of the vote on executive compensation when determining NEO compensation.

Who can vote at the Annual Meeting?

Holders of either our Class A common stock or Class B common stock as of the close of business on April 22, 2024, the record date for the Annual Meeting (the “Record Date”), are entitled to vote at the Annual Meeting. As of the Record Date, there were 463,851,744 shares of Class A common stock and 54,229,499 shares of Class B common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the internet, by telephone, or by completing and returning a printed proxy card.

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee. If, at the close of business on the Record Date, your shares were not held in your name, but on your behalf by a brokerage firm, bank, or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that nominee. Those shares will be reported as being held by the brokerage, bank, or other nominee in the system of record used for identifying stockholders. As a beneficial owner of the shares, you are invited to attend the Annual Meeting, and you have the right to direct your brokerage firm, bank, or other nominee regarding how to vote the shares in your account. You may access the meeting and vote by logging in with your control number at www.virtualshareholdermeeting.com/MQ2024.

How many votes per share do I have?

Our Class A common stock has one vote per share and our Class B common stock has ten votes per share. Our Class A and Class B common stock will vote together as a single class on all matters to be voted upon at the Annual Meeting.

Will a list of stockholders of record as of the Record Date be available?

A list of our stockholders of record as of the close of business on the Record Date will be made available to stockholders online during the Annual Meeting for those who attend. In addition, for the ten days prior to the Annual Meeting, the stockholder list will be available upon request via IR@marqeta.com for examination by any stockholder for any purpose relating to the Annual Meeting.

How can I vote?

Your voting options depend on how you hold your shares.

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote (i) online during the Annual Meeting or (ii) in advance of the Annual Meeting by proxy through the internet, by telephone, or by using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend online and vote during the meeting. In such case, your previously submitted proxy will be disregarded. For more information, see the question below titled “How can I change my vote?”

•To vote by internet in advance of the Annual Meeting, go to www.proxyvote.com and complete an electronic proxy card. Votes by internet must be received by 11:59 p.m., Eastern Time, on June 12, 2024 to be counted.

•To vote by mail in advance of the Annual Meeting, complete, sign, and date a printed proxy card and return it promptly. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as directed.


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•To vote by telephone in advance of the Annual Meeting, call 1-800-690-6903 and follow the recorded instructions, including providing the control number from the Notice, proxy card, or instructions that accompanied your Annual Meeting materials. Votes by telephone must be received by 11:59 p.m., Eastern Time, on June 12, 2024 to be counted.

•To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/MQ2024, starting at 11:30 a.m., Eastern Time, on June 13, 2024. You will need to enter the control number located on the Notice, on your proxy card, or in the instructions that accompanied your Annual Meeting materials. The webcast will open 15 minutes before the start of the Annual Meeting.

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee. If you are a beneficial owner of shares held on your behalf by a brokerage firm, bank, or other nominee, you should have received a Notice containing voting instructions from that nominee rather than from us. To vote online during the Annual Meeting, you must follow the instructions from such nominee. You may access the meeting and vote by logging in with your control number at www.virtualshareholdermeeting.com/MQ2024.

How can I change my vote?

If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:

•Submit another properly completed proxy card with a later date.

•Grant a subsequent proxy by telephone or through the internet.

•Send a timely written notice that you are revoking your proxy to the Corporate Secretary at Marqeta’s address provided on page 9 of this Proxy Statement.

•Attend the Annual Meeting and vote online during the meeting. Attending the Annual Meeting will not, by itself, change your vote or revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote in advance of the Annual Meeting by telephone or through the internet so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you are a beneficial owner and your shares are held in “street name” on your behalf by a brokerage firm, bank, or other nominee, you should follow the instructions provided by that nominee.

Who will count the votes?

Votes will be counted by the inspector of elections appointed for the Annual Meeting by our board of directors.

What if I am a stockholder of record and I do not vote or I do not submit voting instructions?

If you complete and submit your proxy, the persons named as proxies will vote your shares in accordance with your instructions. If you submit a proxy but do not complete the voting instructions, the persons named as proxies will vote your shares in accordance with the board of directors’ recommendations above in the question “What vote is necessary to approve each proposal and what are the board of directors’ recommendations?” If you do not submit a proxy or vote at the Annual Meeting, your shares will not be voted.

What if I am a beneficial owner of shares held in “street name” and I do not submit voting instructions?

You may instruct your brokerage firm, bank, or other nominee on how to vote your shares by following the instructions they provided with the Annual Meeting materials. If you do not do so, the nominee has discretion to vote your shares only with respect to Proposal No. 2, which is considered a “routine” matter. Proposals No. 1 and 3 are not considered “routine,” and the nominee that holds your shares will not have discretionary authority to vote your shares for Proposal No. 1 and 3. This is called a “broker non-vote.” Therefore, you are encouraged to return your voting instructions so that your shares are voted at the Annual Meeting.

7 2024 PROXY STATEMENT

What happens if other business comes before the Annual Meeting?

Our board of directors does not intend to bring any other matters to be voted on at the Annual Meeting, and currently knows of no other matters that will be presented for consideration at the Annual Meeting. However, if any other business should properly come before the Annual Meeting, the persons named as proxies will vote your shares on such matters in accordance with their best judgment. Each nominee for director has consented to be a candidate and to serve if elected. Although the board of directors has no reason to believe that any nominee will be unavailable to serve as a director, if such an event should occur, the board of directors may designate a substitute nominee or reduce the size of the board of directors. If the board designates a substitute nominee, proxies will be voted for such substitute nominee(s).

How do I attend and ask questions during the Annual Meeting?

We will be hosting the Annual Meeting online via live audio webcast only. You can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/MQ2024 by logging in with your control number. The meeting will start at 11:30 a.m., Eastern Time, on Thursday, June 13, 2024. We recommend that you log in a few minutes before 11:30 a.m., Eastern Time, to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting.

In order to enter the Annual Meeting, you will need your control number, which is included in the Notice or on your proxy card if you are a stockholder of record. If you are the beneficial owner of your shares, your control number is included with your voting instruction card and voting instructions received from your brokerage firm, bank, or other nominee. Instructions on how to attend and participate are available at www.virtualshareholdermeeting.com/MQ2024.

If you would like to submit a question during the Annual Meeting, you may log in at www.virtualshareholdermeeting.com/MQ2024 using your control number, type your question into the “Ask a Question” field, and click “Submit.” To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our Rules of Conduct for the Annual Meeting when you log in prior to the start of the meeting. We will answer as many questions submitted in accordance with the Rules of Conduct as possible in the time allotted for the Annual Meeting.

How can I get help if I have trouble checking in or listening to the meeting online?

If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/MQ2024.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy have been designated as proxy holders by our board of directors. When a proxy is properly dated, executed and returned, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above in the question “How can I change my vote?”

Who pays the cost of the proxy solicitation?

We will pay for the costs of soliciting proxies, including the preparation, assembly, printing, and mailing of the Annual Meeting materials. In addition, our directors, officers, and employees may also solicit proxies in person, by telephone, or by other means of communication, without additional compensation. We may also reimburse brokers, banks, fiduciaries, custodians, and other institutions for their costs in forwarding the Annual Meeting materials to the street-name holders


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of our common stock. If you choose to access the Annual Meeting materials and/or vote over the internet, you are responsible for any internet access charges you may incur.

What is a quorum?

A quorum is the minimum number of shares or voting power required to be present at the Annual Meeting for the meeting to be properly held under our bylaws and Delaware law. The presence (including by proxy) of a majority of the voting power of the shares of capital stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Your shares will be counted as present only if you submit a valid proxy (or one is submitted on your behalf by your brokerage firm, bank, or other nominee) or if you vote online during the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

If there is no quorum, the chairperson of the Annual Meeting or holders of a majority of the voting power of the shares present at the Annual Meeting may adjourn the meeting to a later date.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted an SEC-approved procedure called “householding.” Under this procedure, we will deliver only one copy of our Notice, and for those stockholders that received a paper copy of Annual Meeting materials in the mail, one copy of our 2023 Annual Report and this Proxy Statement, to multiple stockholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of the Annual Meeting materials in the mail. This procedure reduces our printing and mailing costs. Upon written or oral request, we will promptly deliver a separate copy of the Annual Meeting materials and 2023 Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s annual meeting materials and annual report, you may contact us as follows:

Marqeta, Inc.

Attention: Corporate Secretary

180 Grand Avenue, 6th Floor

Oakland, California 94612

(877) 962-7738

If you are the beneficial owner of your shares, you may contact your brokerage firm, bank, or other nominee to request information about householding.

How can I sign up to receive future annual meeting materials by e-mail?

We encourage stockholders to take advantage of electronic delivery to help reduce the cost and environmental impact of our annual meetings. To sign up for electronic delivery, please follow the instructions above for voting online and, when prompted, indicate that you agree to receive or access annual meeting materials electronically in future years. Also, if you are a beneficial owner, you may sign up for electronic delivery by contacting your brokerage firm, bank, or other nominee through which you hold your shares. Once you sign up, you will not receive a printed copy of the annual meeting materials unless you request them.

How can I find out the results of the voting at the Annual Meeting?

We expect to announce the preliminary voting results at the Annual Meeting. Final voting results will be tallied by the inspector of elections and will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting.

9 2024 PROXY STATEMENT

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business is managed under the direction of our board of directors, which is currently composed of ten members. Eight of our ten directors are independent within the meaning of the independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Our board of directors is divided into three classes with staggered terms. At each annual meeting of stockholders, a class of directors will be elected for an approximate three-year term to succeed the same class whose term is then expiring.

Upon the recommendation of our nomination and governance committee, we are nominating Alpesh Chokshi, Srikiran (Kiran) Prasad, and Godfrey Sullivan as Class III directors at the Annual Meeting. If elected, Messrs. Chokshi, Prasad, and Sullivan will each hold office until the annual meeting of stockholders to be held in 2027 and until their successors are elected and qualified or until such director’s earlier death, resignation, or removal.

The following table sets forth the names, ages as of April 22, 2024, and certain other information for each of the director nominees, continuing directors, and our departing director:


Name	Age	Independent	Title
Class III Director Nominees(1)
Alpesh Chokshi	60	X	Director Nominee
Kiran Prasad(2)(3)	47	X	Director
Godfrey Sullivan(3)	70	X	Director
Class I Directors
Arnon Dinur(4)	53	X	Director
Jason Gardner	54		Executive Chairman and Founder
Simon Khalaf	58		Director and Chief Executive Officer
Class II Directors
Najuma Atkinson(2)(4)	52	X	Director
Martha Cummings(3)(4)	63	X	Director
Judson (Jud) Linville*(2)	66	X	Lead Independent Director
Helen Riley(3)(5)	48	X	Director
Departing Director
Gerri Elliott(2)	67	X	Director

*Lead Independent Director

(1)Class III director nominees are up for election at the Annual Meeting, and will continue in office until the 2027 annual meeting of stockholders. Class I directors will continue in office until the 2025 annual meeting of stockholders. Class II directors will continue in office until the 2026 annual meeting of stockholders.

(2)Member of the compensation committee.

(3)Member of the audit committee.

(4)Member of the nomination and governance committee.

(5)Audit committee financial expert.


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Nominees for Election for Terms Expiring in 2027 (Class III)
Alpesh Chokshi
President Banyan Director Nominee Age: 60 Committees: None			Mr. Chokshi has served as President of Rotomaire, Inc., dba Banyan since January 2024. Mr Chokshi previously served as Global Head of Business Development and Strategy for Personal Banking and Wealth at Citigroup Inc. from August 2018 to December 2023. Mr. Chokshi has also served as a Senior Advisor at Long Ridge Equity Partners and Zenon since January 2024. Prior to Citigroup, he served as Head of National Accounts at Visa, a publicly traded financial technology company, from 2015 to 2018. Prior to joining Visa, Mr. Chokshi served in various leader

SEC Form DEF 14A filed by Marqeta Inc.