Marqeta (MQ) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2026, with voting on five key proposals, including director elections, auditor ratification, amendments to the certificate of incorporation, and executive compensation approval.

• 2025 financial highlights include a 31% increase in Total Processing Volume to $383B, net revenue up 23% to $625M, gross profit up 24% to $437M, and adjusted EBITDA of $110M, despite a net loss of $14M due to a prior year one-time reversal.

• The board is composed of ten members, 80% of whom are independent, with a focus on diversity, experience, and strong governance practices.

Voting matters and shareholder proposals

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

• Ratification of KPMG LLP as independent auditor for fiscal year 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 of directors and corporate governance

• Board consists of ten members, with eight independent directors and an independent chair.

• Four standing committees: Audit, Compensation, Nomination and Governance, and Payments Innovation, all composed of independent directors.

• Annual board and committee self-assessments, robust orientation for new directors, and ongoing succession planning.

• No poison pill in place; strong stock ownership guidelines for directors and officers.