Marqeta (MQ) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, with a record date of April 15, 2026, and will be held virtually to increase accessibility and reduce costs.

• Key proposals include director elections, auditor ratification, a reverse stock split, officer exculpation, and a say-on-pay vote.

• 2025 financial highlights: TPV grew 31% to $383B, net revenue rose 23% to $625M, gross profit increased 24% to $437M, but a net loss of $14M was reported due to a prior year one-time compensation reversal.

• Adjusted EBITDA improved by $80M to $110M in 2025.

Voting matters and shareholder proposals

• Election of four Class II directors to serve until 2029.

• Ratification of KPMG LLP as independent auditor for 2026.

• Approval of a 1-for-4 reverse stock split and proportional reduction in authorized shares.

• Amendment to provide officer exculpation as permitted by Delaware law.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members, 8 of whom are independent; board is divided into three staggered classes.

• Committees: Audit, Compensation, Nomination and Governance, and Payments Innovation, all with independent membership.

• Board leadership is provided by an independent chair; annual self-assessments and succession planning are ongoing.

• Stock ownership guidelines require directors and executives to hold significant equity stakes.

• No poison pill in place.