mq-20250424

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.

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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 Sumner

Corporate Secretary

April 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, 2025

Our Proxy Statement and 2024 Annual Report

are 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 C ommittee 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 202 6 ANNUAL MEETING			73
ANNEX I - KEY OPERATING METRIC AND NON-GAAP FINANCIAL MEASURES			75

PROXY STATEMENT SUMMARY

Our board of directors (the “Board”) is soliciting your proxy to vote at the 2025 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, 2024 (“fiscal year 2024”) (the “2024 Annual Report”) before voting.


2025 Annual Meeting of Stockholders
Date and Time	Record Date	Place	Who Can Attend and Vote
June 12, 2025 11:30 AM ET	April 21, 2025	www.virtualshareholdermeeting.com/MQ2025	Stockholders of record at the close of business on April 21, 2025


Proposals and Board Recommendations
Item	Proposal	Board Recommendation	Page
1	Election of three Class I directors	FOR each nominee	6
2	Ratification of KPMG LLP as our independent registered public accounting firm	FOR	23
3	Approval on a non-binding advisory basis of the compensation of our named executive officers	FOR	26

2024 Financial and Operating Highlights

Marqeta had a transformative fiscal year 20241:

•

SEC Form DEF 14A filed by Marqeta Inc.