DEF 14A of Marqeta, Inc.

Filed Apr 25, 2024 · FY20230001522540-24-000003

Open on EDGAR

Our Director Nominees
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.
Our Director Nominees
| Name and Principal Occupation | Age | Director Since | Independent | AC | CC | NGC | Other Public Company Boards | | Alpesh Chokshi President of Banyan | 60 | N/A | ☑ | | | | 0 | | Srikiran (Kiran) Prasad Former Head of Product, Next Door Holdings, Inc. | 47 | 2022 | ☑ | ☑ | ☑ | | 0 | | Godfrey Sullivan Former President and CEO, Splunk, Inc. | 70 | 2021 | ☑ | ☑ | | | 2 | | AC = Audit Committee CC = Compensation Committee NGC = Nomination and Governance Committee | | | | | | | |
Our Board of Directors
Our Board of Directors Our board of directors embodies a diverse range of viewpoints, backgrounds, and skills that are vital to its effectiveness.
Our Board of Directors
| Gender Diversity | Demographic Diversity | Age Diversity | | | | |
Our Board of Directors
| 80% | INDEPENDENT Directors | 3 | NEW DIRECTORS added since 2022 |
Our Board of Directors
See page 11 for individual details for each director, including experience and qualifications.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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:
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| 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 |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
*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.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| 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 leadership roles at American Express Company, a publicly traded multinational financial services corporation, from 2001 to 2015. Mr. Chokshi holds an MBA from the Wharton School, University of Pennsylvania and a Bachelor of Science in Electrical Engineering and a Bachelor of Science in Economics, both from the University of Pennsylvania. Qualifications: We believe that Mr. Chokshi is qualified to serve as a member of our board of directors because of his experience in management and his knowledge of the global financial services industry. | | Kiran Prasad | | | Former Head of Product Next Door Holdings, Inc. Director since: 2022 Age: 47 Committees: Compensation, Audit | Mr. Prasad has served as a member of our board of directors since September 2022. From May 2021 to November 2023, Mr. Prasad served as Head of Product at Next Door Holdings, Inc., a publicly traded internet-related services company. He previously served as Vice President of Product for LinkedIn, a networking-focused social media platform and subsidiary of Microsoft Corporation, from January 2018 to April 2021. Mr. Prasad holds a Bachelor of Science in Computer Science and Computational Mathematics from Michigan State University and a Master of Science in Computer Science from the University of Michigan. Qualifications: We believe that Mr. Prasad is qualified to serve as a member of our board of directors because of his extensive business experience in product and technology, his experience in management, and his knowledge of the industry that we operate in. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Godfrey Sullivan | | | Former President and Chief Executive Officer Splunk, Inc. Director since: 2021 Age: 70 Committees: Audit | Mr. Sullivan has served on our board of directors since May 2021. Mr. Sullivan previously served as President and Chief Executive Officer of Splunk, Inc., a publicly traded big data company, from September 2008 to November 2015 and as a member of the board of directors of Splunk, Inc. from December 2011 to June 2019, including as chairman of the board of directors from December 2011 until March 2019. Mr. Sullivan has served as a member of the board of directors of CrowdStrike Holdings, Inc., a publicly traded cybersecurity company, since December 2017 and Gitlab Inc., a publicly traded devops software company, since January 2020. Mr. Sullivan previously served on the board of directors of Citrix Systems, Inc., a publicly traded enterprise software company, from February 2005 to June 2018. Mr. Sullivan holds a Bachelor of Business Administration in Real Estate and Economics from the Hankamer School of Business at Baylor University. Qualifications: We believe Mr. Sullivan is qualified to serve as a member of our board of directors because of his extensive experience in leadership, business, and software, and his experience as a board member of several public companies. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Incumbent Directors Whose Terms Expire in 2025 (Class I) | | | Arnon Dinur | | | Partner 83 North, Inc. Director since: 2013 Age: 53 Committees: Nomination and Governance | Mr. Dinur has served as a member of our board of directors since September 2013. Since June 2009, Mr. Dinur has served as a Partner at 83North, a venture capital firm. Mr. Dinur currently serves on the board of directors of a number of privately held companies. Mr. Dinur holds a Master of Business Administration from the University of Texas at Austin and a Bachelor of Laws and a Bachelor of Arts in Accounting from Tel Aviv University. Qualifications: We believe that Mr. Dinur is qualified to serve as a member of our board of directors because of his experience as a seasoned venture capital investor, his experience as a current and former director of many companies, and his knowledge of the industry that we operate in. | | Jason Gardner | | | Founder and Executive Chairman Marqeta, Inc. Director since: 2010 Age: 54 Committees: None | Mr. Gardner founded Marqeta and served as our Chief Executive Officer until January 2023. He has served as a member of our board of directors since November 2010, taking on the role of Executive Chairman in January 2023. Mr. Gardner holds a Bachelor of Arts in Political Science from Arizona State University. Qualifications: We believe that Mr. Gardner is qualified to serve as a member of our board of directors because of his experience and perspective as our Founder and former Chief Executive Officer. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Simon Khalaf | | | Chief Executive Officer Marqeta, Inc. Director since: 2023 Age: 58 Committees: None | Mr. Khalaf was appointed as Chief Executive Officer of Marqeta and as a member of our board of directors in January 2023. Prior to his appointment, he had served as our Chief Product Officer since June 2022. Before joining Marqeta, Mr. Khalaf was SVP of Twilio Inc., a publicly-traded cloud communications platform developer, with responsibility for Twilio’s Core Products, from May 2019 to June 2022. From June 2017 to May 2019, Mr. Khalaf was SVP and General Manager, Media Products, at Verizon, Inc., a publicly-traded communications company. Mr. Khalaf holds a Master of Science in Electrical Engineering from Syracuse University and a Bachelor of Engineering in Electrical Engineering from American University of Beirut. Qualifications: We believe that Mr. Khalaf is qualified to serve as a member of our board of directors because of his extensive business experience in product and technology, his experience in management and his perspective as our Chief Executive Officer, and his knowledge of the industry that we operate in. | | Incumbent Directors Whose Terms Expire in 2026 (Class II) | | | Najuma Atkinson | | | Executive Vice President and Special Advisor People & Culture Hasbro, Inc. Director since: 2023 Age: 52 Committees: Compensation (Chair), Nomination and Governance | Ms. Atkinson has served as a member of our board of directors since April 2023. Ms. Atkinson has served as Executive Vice President and Special Advisor People & Culture of Hasbro, Inc., a publicly traded play and entertainment company, since April 2024 and previously served as Hasbro’s Chief People Officer from May 2022 to April 2024 and Executive Vice President of Human Resources from October 2021 to May 2022. From September 2019 to October 2021, Ms. Atkinson served as Senior Vice President of Global HR Services for Dell Technologies, Inc., a publicly traded information technology company. Prior to that, she served in various positions of responsibility at Dell Technologies in the Human Resources, Customer Experience, and Strategy functions since 1999. Ms. Atkinson holds a bachelor’s degree from Fisk University in Political Science and a master’s degree in Organizational Management from Trevecca Nazarene University. Qualifications: We believe that Ms. Atkinson is qualified to serve as a member of our board of directors because of her extensive experience in executive leadership at several public companies. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Martha Cummings | | | Former Executive Vice President, Head of Compliance, Strategy & Operations Wells Fargo Bank, N.A. Director since: 2021 Age: 63 Committees: Audit, Nomination and Governance (Chair) | Ms. Cummings has served as a member of our board of directors since January 2021. From July 2018 to March 2020, Ms. Cummings served as Executive Vice President, Head of Compliance Strategy & Operations at Wells Fargo Bank N.A., a publicly traded global financial services company. Previously, from October 2012 to June 2018, Ms. Cummings served as Senior Vice President and Senior Supervisory Officer at the Federal Reserve Bank of New York. Ms. Cummings holds a Master of Business Administration from the Wharton School of Business and a Master of Arts in International Studies from the Lauder Institute of the University of Pennsylvania and a Bachelor of Arts in Economics from the University of Minnesota. Qualifications: We believe that Ms. Cummings is qualified to serve as a member of our board of directors because of her experience in management and her knowledge of the global financial services industry. | | Jud Linville | | | Senior Advisor General Atlantic Lead Independent Director Director since: 2020 Age: 66 Committees: Compensation | Mr. Linville has served as a member of our board of directors since May 2020. Since October 2019, Mr. Linville has served as a Senior Advisor at General Atlantic LLC, a global growth equity firm. He previously served as the Chief Executive Officer of Global Cards and Consumer Services at Citigroup Inc., a publicly traded global financial services institution, from November 2010 to September 2018. Mr. Linville currently serves as a member of the Board of Visitors of Duke University’s Fuqua School of Business and as a member of the Board of Trustees of Lafayette College. Mr. Linville holds a Doctor of Psychology in Clinical Psychology from the College of Medicine at Drexel University and a Bachelor of Arts in Psychology from Lafayette College. Qualifications: We believe that Mr. Linville is qualified to serve as a member of our board of directors because of his extensive business experience in the financial industry, his experience in management, and his knowledge of the industry that we operate in. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
| Helen Riley | | | Chief Financial Officer X Development LLC Director since: 2020 Age: 48 Committees: Audit (Chair) | Ms. Riley has served as a member of our board of directors since May 2020. Since June 2015, Ms. Riley has served as the Chief Financial Officer at X Development LLC, a research and development company and subsidiary of Alphabet Inc., a publicly traded internet-related services and products company. Ms. Riley currently serves on the board of directors of Eventbrite Inc., a publicly traded global service ticketing platform. Ms. Riley holds a Master of Business Administration from Harvard Business School and a Bachelor of Arts in Philosophy, Politics and Economics and a Master of Arts from the University of Oxford. Qualifications: We believe that Ms. Riley is qualified to serve as a member of our board of directors because of her experience in management, knowledge of the global financial services industry, and experience as a board member of a public company. | | Departing Director | | | Gerri Elliott | | | Former Executive Vice President and Chief Customer and Partner Officer Cisco Systems, Inc. Director since: 2021 Age: 67 Committees: Compensation | Ms. Elliott has served as a member of our board of directors since April 2021. She served as Executive Vice President and Chief Customer & Partner Officer at Cisco Systems, Inc., a publicly traded networking technology company, from April 2018 until her retirement in May 2022. Ms. Elliott has served on the board of directors of Whirlpool Corporation, a publicly traded home appliances company, since February 2014. Ms. Elliott was previously a director of Marvell Technology Group Ltd., a publicly traded data infrastructure company, from July 2017 to July 2018, Mimecast Limited, a publicly traded cloud services company, from November 2017 to April 2018, and Imperva, Inc., a cybersecurity company that was publicly traded until its acquisition by Thoma Bravo in 2019, from August 2015 to May 2018. Ms. Elliott holds a Bachelor of Arts in Political Science from New York University. Ms. Elliott will be departing from our board of directors following the Annual Meeting, and we thank her for her service as a director. |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nomination and governance committee uses a variety of methods for identifying and evaluating potential director candidates. In its evaluation of director candidates, including the current directors eligible for re-election, our nomination and governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and its committees. Some of the qualifications that our nomination and governance committee considers include, without limitation, experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest, and such other relevant factors that may be appropriate in the context of the needs of the board of directors. Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that the board should be a diverse body, and the nomination and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, the nomination and governance committee may take into account the benefits of diverse viewpoints. Any search firm retained by our nomination and governance committee to find director candidates (for which it would be paid a fee) would be instructed to take into account all of the considerations used by our nomination and governance committee. The nomination and governance committee retained Heidrick & Struggles International, Inc. (“Heidrick & Struggles”) in 2022 to assist in identifying and evaluating potential director candidates. Mr. Prasad and Mr. Chokshi were identified by Heidrick & Struggles as potential director candidates, and Mr. Prasad was appointed to serve as a member of our board of directors on September 14, 2022 while Mr. Chokshi is a director nominee at this Annual Meeting. After completing its review and evaluation of director candidates, our nomination and governance committee recommends to our full board of directors the director nominees for selection.
Non-Employee Director Compensation
Non-Employee Director Compensation Our board of directors has approved a compensation policy for our non-employee directors (the “Director Compensation Policy”), pursuant to which our non-employee directors receive the compensation described in the table below. The Director Compensation Policy was developed with input from the board of directors’ independent compensation consultant, Compensia, Inc., regarding practices and compensation levels at comparable companies. The Director Compensation Policy is designed to attract, retain, and reward non-employee directors.
Non-Employee Director Compensation
| Element of Compensation | Cash | Equity | | Annual Cash Retainer for Service on the Board of Directors | $50,000 | | | Initial Equity Grant upon Election to the Board | | $400,000 | | Annual Equity Grant | | $200,000 | | Lead Independent Director Equity Retainer | | $50,000 |
Non-Employee Director Compensation
Our non-employee Director Compensation Policy provides that each non-employee director that is elected to our board is granted a one-time restricted stock unit (“RSU”) award of our Class A common stock with a value of $400,000 (the “Initial Grant”). Furthermore, on the date of each of our annual meetings of stockholders, each non-employee director who will continue as a non-employee director following such meeting is granted an RSU award of our Class A common stock with a value of $200,000 (the “Annual Grant”). The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service through the applicable vesting date. The Initial Grant will vest in three equal annual installments commencing on the first anniversary of the grant date, subject to continued service through the applicable vesting date. Such awards are subject to full acceleration of vesting upon a “sale event” as defined in our 2021 Stock Option and Incentive Plan (the “2021 Plan”). The policy also provides for a $50,000 RSU award (the “LID Grant”), for annual service as the lead independent director, in addition to the $50,000 cash retainer for annual service as a member of the board of directors. The LID Grant has the same terms and conditions as the Annual Grant described above. We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our board of directors or any committee thereof and we reimburse directors for continuing education programs under our Board Continuing Education Policy. The following table sets forth information regarding compensation earned by or paid to our non-employee directors during fiscal year 2023.
Fiscal Year 2023 Director Compensation Table
Fiscal Year 2023 Director Compensation Table
Fiscal Year 2023 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Restricted Stock Units (RSUs) ($)(1)(2) | All Other Compensation ($) | Total ($) | | Najuma Atkinson(3) | 35,302 | 599,995 | — | 635,297 | | Martha Cummings | 50,000 | 199,998 | — | 249,998 | | Arnon Dinur(4) | — | 199,998 | — | 199,998 | | Gerri Elliott | 50,000 | 199,998 | — | 249,998 | | Jud Linville | 50,000 | 249,995 | — | 299,995 | | Kiran Prasad | 50,000 | 199,998 | — | 249,998 | | Helen Riley | 50,000 | 199,998 | — | 249,998 | | Godfrey Sullivan | 50,000 | 199,998 | — | 249,998 |
Fiscal Year 2023 Director Compensation Table
(1)This column reflects the aggregate grant date value of RSUs granted during fiscal year 2023 calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in the notes to our consolidated financial statements included in our 2023 Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that will be realized by the director upon the vesting of the RSUs, or the sale of the common stock underlying such RSUs. (2)As of December 31, 2023, our non-employee directors held (i) outstanding options to purchase the number of shares of common stock as follows: Ms. Cummings (581,000 shares); Ms. Elliott (600,000 shares); Mr. Linville (600,000 shares); Ms. Riley (600,000 shares); and Mr. Sullivan (600,000 shares) and (ii) Mmes. Atkinson, Cummings, Elliott, and Riley and Messrs. Prasad and Sullivan each had 40,241 unvested and outstanding RSUs; and Mr. Linville had 50,301 unvested and outstanding RSUs. (3)Ms. Atkinson was appointed to our board of directors on April 17, 2023. (4)Prior to 2023, Mr. Dinur was unable to accept board compensation in his current role. As of the date of the 2023 annual meeting of stockholders, Mr. Dinur received the Annual Grant and began receiving cash compensation to be paid annually in arrears on a date to occur after the 2024 Annual Meeting.
Fiscal Year 2023 Director Compensation Table
| Proposal 1 | Election of Directors |
Fiscal Year 2023 Director Compensation Table
Our board of directors is currently composed of ten members. In accordance with our certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. One class is elected each year at the annual meeting of stockholders for a term of approximately three years. At the Annual Meeting, three Class III directors will be elected to succeed the same class whose term is then expiring. Each director’s term continues until the election and qualification of such director’s successor, or such director’s earlier death, resignation or removal.
The Role of Stockholder Say-on-Pay Votes
The Role of Stockholder Say-on-Pay Votes We provide our stockholders with the annual opportunity to cast an advisory vote on our NEO compensation (a “Say-on-Pay” proposal). The Committee considered stockholder support for our NEO compensation policies and practices based on the results of our most recent Say-on-Pay proposal at the 2023 annual meeting of stockholders, and, to ensure alignment with stockholder interests, several actions were taken: •No one-time equity grants for NEOs in fiscal year 2023; all equity grants were either granted in accordance with our annual performance cycle or were granted as part of a promotion/job change; •No accelerated equity upon termination in 2023; and •Performance Stock Units (“PSUs”) were implemented for NEOs beginning in fiscal year 2024 to replace the annual Stock Option grants NEOs previously received. The Committee will continue to consider the results of future Say-on-Pay votes, including results for the current year when available, when making future compensation decisions for our NEOs. Consistent with the recommendation of our board of directors and the approval of our stockholders in connection with the advisory vote on the frequency of future Say-on-Pay votes conducted at our 2023 annual meeting of stockholders, we will continue to provide for annual advisory votes on the compensation of our NEOs. The next advisory vote on the frequency of future Say-on-Pay votes will occur at our 2029 annual meeting of stockholders.
The Role of Our Management Team
The Role of Our Management Team In making its decisions, the Committee also relies on input from our management, including the Chief Executive Officer. Members of our management team provide the Committee with perspectives and advice on selecting performance metrics and related target levels and on the composition of our compensation peer group. The Chief Executive Officer also provides the Committee with compensation recommendations based on the individual performance of each NEO and, with the assistance of benchmarked data provided by the independent compensation consultant, on market levels of compensation for each NEO given his or her functional role and scope of authority. No member of management, including the Chief Executive Officer, participates in discussions about his or her own performance or compensation.
The Role of Our Independent Compensation Consultant
The Role of Our Independent Compensation Consultant Pursuant to its charter, the Committee has the authority to engage its own legal counsel and other advisors, including compensation consultants, as determined in its sole discretion, to assist in carrying out its responsibilities. The Committee has the authority to make all determinations regarding the engagement, fees, and services of these advisors, and any such advisor reports directly to the Committee. For fiscal year 2023, the Committee engaged Compensia, Inc. as its independent compensation consultant to: •Advise the Committee on a competitive compensation framework relevant to a public company at our stage of development; •Advise the Committee on the composition of our compensation peer group; •Provide market analyses of the compensation of our board of directors and NEOs; •Provide input on the implementation of our annual cash incentive plan and equity plan; •Provide market analyses and advise the Committee on executive hiring and certain terminations; •Advise the Committee on public disclosures relating to our executive compensation program; and •Assist the Committee in assessing the risks under our compensation programs. Compensia representatives attended Committee meetings and periodically met with members of our management team in the course of carrying out its advisory work. The Committee has evaluated Compensia’s independence pursuant to Nasdaq listing standards and the relevant SEC rules and determined that no conflict of interest has arisen as a result of the work performed by Compensia.
Fiscal Year 2023 Compensation Peer Group
Fiscal Year 2023 Compensation Peer Group In setting NEO compensation for fiscal year 2023, the Committee reviewed compensation data from a group of public companies which we believe are comparable in size and industry to us. This peer group consisted of publicly-traded companies headquartered in the U.S. with the following characteristics: •Generally, companies in financial technology, internet, or software industries with a preference for cloud-based companies. •Companies with revenues between 0.5x and 2.5x of Marqeta’s and a market capitalization between 0.3x and 3.0x of Marqeta’s. •In addition, the Committee focused on companies with strong year-over-year revenue growth, a comparable time since initial public offering (“IPO”), a B2B business model, and companies identified by management as business comparators. In December 2022, the Committee reviewed and approved the following peer group that would be used for fiscal year 2023 compensation decisions:
Fiscal Year 2023 Compensation Peer Group
| Fiscal Year 2023 Peer Group | | | | | ACI Worldwide Affirm Holdings Alteryx AppFolio Avalara | Bill.com Holdings Blackline Confluent Coupa Software Elastic N.V. | Five9 Guideware Software PagerDuty Paylocity Holding Paymentus Holding | Payoneer Global Q2 Holdings Shift4 Payments Smartsheet SoFi Technologies |
Fiscal Year 2023 Compensation Peer Group
In August 2023, the Committee reviewed and approved the following peer group that will be used for executive compensation decisions for the fiscal year ending December 31, 2024:
Fiscal Year 2023 Compensation Peer Group
| Fiscal 2024 Peer Group | | | | | ACI Worldwide Affirm Holdings Alteryx AppFolio Bill.com Holdings | Blackline Confluent Elastic N.V. Five9 Guideware Software | LendingClub PagerDuty Paylocity Holding Paymentus Holding Payoneer Global | Q2 Holdings Shift4 Payments Smartsheet SoFi Technologies Zuora |
Fiscal Year 2023 Compensation Peer Group
The Committee refers to executive compensation surveys from Radford, an Aon Hewitt company, as needed, covering similarly situated technology companies. These surveys, as well as the peer group information, serve as data points in determining the appropriate components and amount of overall compensation. In setting the elements of compensation for our NEOs, the Committee reviewed the base salary, annual cash incentives, total target cash compensation, long-term incentives, and total direct compensation of our NEOs compared to those compensation elements for similarly situated executives at the companies in our compensation peer group. Compensia provided compensation data at the 25th, 50th, 60th, and 75th percentiles for our compensation peer group, and the Committee used this information as a reference point when making compensation decisions for our NEOs. While the Committee generally targeted data between the 60th and the 75th percentile, they did not set NEO compensation levels based solely on comparison percentiles from the comparable companies’ data. Instead, the Committee used these percentiles to evaluate the overall competitive marketplace for key talent, and relied on its own judgment in setting NEO compensation amounts after taking into consideration other relevant factors, including the scope, responsibility, and skills required of each NEO’s position, each of our NEOs’ contributions and past performance, achievement of short- and long-term objectives, the competitive market (based on an analysis of compensation peer group and survey data), and internal pay parity.
Principal Elements of Compensation; Fiscal Year 2023 Pay Mix
Principal Elements of Compensation; Fiscal Year 2023 Pay Mix Consistent with our compensation objectives and our pay-for-performance philosophy described above, we compensate our NEOs in the form of base salaries, annual cash incentives, and long-term equity incentives consisting of time-based RSUs and Stock Options. The following table describes the principal elements of our executive compensation program for fiscal year 2023:
Principal Elements of Compensation; Fiscal Year 2023 Pay Mix
| | Pay Element | Metrics | Rationale | | Base Salary | Cash | N / A | Provides a fixed and stable level of income for performance of day-to-day responsibilities. | | Annual Cash Incentives | Performance-based cash incentive | The Bonus Plan is based on annual net revenue growth, gross profit, adjusted EBITDA (as described below) and Committee discretion. Payouts can also be adjusted for individual performance. The CRO Commission Plan is based on new bookings and gross profit. | Motivates achievement of key annual financial and operational goals. | | Long-Term Equity Awards | Time-based RSUs | Stock price performance | Establishes alignment between Company stock price performance and employee compensation. The mix between RSUs and Stock Options balances retention and stock price growth. | | | Stock Options | Stock price performance | |
Principal Elements of Compensation; Fiscal Year 2023 Pay Mix
Mr. Gardner received a long-term equity grant in April and May of 2021 (for more information see the section titled “Executive Chairman Long-Term Performance Award,” formerly known as the CEO Long-Term Performance Award). He did not receive an additional equity award in fiscal year 2023 because at the time of grant, the board of directors intended the Executive Chairman Long-Term Performance Award to be the exclusive equity award that Mr. Gardner received for a period of seven years.
Cash Incentives
Cash Incentives In addition to base salary, we provide our NEOs the opportunity to earn cash bonuses under the Bonus Plan. The Committee believes that a significant proportion of each NEO’s total compensation should be at-risk and based on performance, including short-term performance objectives which we incentivize with the Bonus Plan. In furtherance of that goal, the Committee seeks to set Bonus Plan goals that contain rigorous performance hurdles that must be met before target awards under the Bonus Plan can be earned. The Bonus Plan is designed to reward our NEOs based on performance during the full fiscal year. Our NEOs’ performance against our financial and operational goals is measured against the goals set at the beginning of the fiscal year. Payments Under the Bonus Plan are Calculated Based on the Following Formula:
Cash Incentives
| Base SalaryX | Bonus Target %X | Bonus FundingX | Individual Performance Factor | | Payouts Can be Adjusted Up/Down Based on Committee Discretion | | | |
Cash Incentives
Mr. Pollak, as Chief Revenue Officer, does not participate in the Bonus Plan, and instead participates in the CRO Commission Plan under the Bonus Plan. As a new hire to Marqeta in December 2022, he was paid his commission at target (100% of base salary) for fiscal year 2023. Looking ahead to 2024 he will be paid a quarterly commission based on attainment of goals for new bookings and expansion and in-year customer gross profit. Each measure will be weighted 50% in calculating the commission payments.
Fiscal Year 2023 Bonus Plan Opportunities
Fiscal Year 2023 Bonus Plan Opportunities NEOs who participate in the Bonus Plan have an established incentive target, which is equal to a percentage of his or her base salary. The actual payout under the Bonus Plan, if any, is calculated based on the bonus pool funding determined by our Company performance. An NEO’s bonus funding could range from 0% to 150% of target with individual performance allowing an additional max of 200% of payout, bringing the total maximum payout to 300% of the target bonus amount. The Committee determined the fiscal year 2023 incentive targets after considering competitive market data from our compensation peer group, with the assistance of its compensation consultant. The Committee adjusted Mr. Gardner’s and Mr. Khalaf’s bonus targets based on their new roles in 2023 and in accordance with the relevant market data.
Fiscal Year 2023 Bonus Plan Opportunities
| Executive | Fiscal Year 2022 Bonus Target (% of base salary) | Fiscal Year 2023 Bonus Target (% of base salary) | | Jason Gardner | 85% | 75% | | Simon Khalaf | 75% | 100% | | Mike Milotich | 75% | 75% | | Randy Kern | 75% | 75% | | Todd Pollak(1) | N/A | N/A | | Crystal Sumner | N/A | 75% | | (1) Mr. Pollak does not participate in the Bonus Plan, and instead participates in the CRO Commission Plan under the Bonus Plan. | | |
Performance Metrics and Targets
Performance Metrics and Targets For fiscal year 2023, the Committee selected the following performance metrics for the Bonus Plan to align the target bonus opportunities for our NEOs with the key drivers of our financial and operational success:
Performance Metrics and Targets
| | Definition | Why Used | | Year-Over-Year Revenue Growth | Revenue as reported in our audited financial statements | Primary external indicator of growth | | Gross Profit | Gross Profit as reported in our audited financial statements | Indicator of growth and efficiency in our cost of revenue | | Adjusted EBITDA | Gross Profit minus adjusted operating expenses, which excludes stock-based compensation, equity-related taxes, acquisition-related costs, depreciation, amortization, and bonus funding | Indicator of growth and efficiency in our cost of revenue and operating expenses |
Performance Metrics and Targets
Our actual performance in fiscal year 2023 relative to the target levels established for each of the performance metrics described above resulted in the following weighted funding percentages under the fiscal year 2023 Bonus Plan:
Performance Metrics and Targets
| | Weight | Target | Actual | Overall Funding (as a % of Target) | | Year-Over-Year Revenue Growth | 25% | 15% | 22%(1) | 120% | | Gross Profit (in millions) | 25% | $321.0 | $329.5 | | | Adjusted EBITDA (in millions) | 25% | $(37.4) | $2.3(2) | | | Discretion | 25% | N/A | N/A | |
Performance Metrics and Targets
1.Actual Net Revenue decreased 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 the revenue presentation. For purposes of the 2023 Bonus Plan calculations, year-over-year revenue was normalized for the Cash App accounting change, resulting in 22% growth. 2.Actual Adjusted EBITDA was a loss of $2 million, a $40 million year-over-year improvement, primarily due to restructuring of the Company’s cost base and focus on efficiency. For purposes of the 2023 Bonus Plan calculations, Adjusted EBITDA excluding bonus payments was normalized for the restructuring benefit.
Fiscal Year 2023 Cash Incentive Payments
Fiscal Year 2023 Cash Incentive Payments These funding percentages resulted in the following payments under the Bonus Plan or, for Mr. Pollak, the CRO Commission Plan:
Fiscal Year 2023 Cash Incentive Payments
| Executive | Base Salary | Target Incentive | Bonus Target | Final Bonus Payout | Final Bonus Payout as a % of Target | | Jason Gardner | $330,000 | 75% | $247,500 | $247,500 | 100% | | Simon Khalaf | $575,000 | 100% | $575,000 | $690,000 | 120% | | Mike Milotich | $475,000 | 75% | $356,250 | $428,000 | 120% | | Randy Kern | $460,000 | 75% | $345,000 | $414,000 | 120% | | Todd Pollak | $400,000 | 100% | $400,000 | $400,000 | 100% | | Crystal Sumner | $440,000 | 75% | $330,000 | $476,000 | 144% |
Fiscal Year 2023 Cash Incentive Payments
The Committee determined that the fiscal year 2023 bonus amounts reflected our strong year and growth path, driven by our executive officers, and the challenges they addressed during fiscal year 2023. If bonus payouts are adjusted for individual performance, the bonuses for: •Mr. Gardner reflected the achievement of the corporate performance measures described above in the section titled “Performance Metrics and Targets” and his role as executive chairman, working with the board of directors and executive team providing strategic leadership and guidance. •Mr. Khalaf reflected the achievement of the corporate performance measures described above in the section titled “Performance Metrics and Targets” and his role successfully transitioning to the role of CEO and leading the Company to achieve strategic growth targets and demonstrating effective leadership. •Mr. Milotich reflected the achievement of the corporate performance measures described above in the section titled “Performance Metrics and Targets” and his role in optimizing financial strategies and meeting or exceeding financial goals, leading the Company on the path to sustainable growth and profitability. •Mr. Kern reflected the achievement of the corporate performance measures described above in the section titled “Performance Metrics and Targets” and his role in leading innovative product development initiatives and developing technical solutions. •Mr. Pollak reflected the guaranteed payment at target of his sales commission as he successfully onboarded and was promoted to the role of Chief Revenue Officer, driving revenue growth through successful client acquisitions, driving key marketing initiatives, and enhancing market position. •Ms. Sumner reflected the achievement of the corporate performance measures described above in the section titled “Performance Metrics and Targets” and acting as interim Chief People Officer for approximately 8 months of the year.
Long-Term Equity Incentives
Long-Term Equity Incentives The long-term equity incentive element of our NEOs’ compensation generally consists of: 1.RSUs which, prior to the first quarter of 2023, generally vest over a four-year period subject to the recipient’s continued service with us; and 2.Stock Options which, prior to the first quarter of 2023, generally vest over a four-year period subject to the recipient’s continued service with us, but only deliver value with stock price growth from the award’s exercise price. In the first quarter of 2023, the Company began granting RSUs and Stock Options which generally vest over a three-year period subject to the recipient’s continued service with us. The Committee believes the use of RSUs and Stock Options align the total compensation of our NEOs with stockholder value creation and motivate and reward our NEOs for effectively executing longer-term strategic, financial, and operational objectives. The Committee believes that a mix of Stock Options (which directly link our NEOs’ target total direct compensation to the performance of our stock price) and RSUs (which offer more predictable value over time) effectively align our NEOs’ compensation with the long-term interests of our stockholders while addressing our retention objectives.
Fiscal Year 2023 Equity Awards
Fiscal Year 2023 Equity Awards The Committee determined to award a mix of RSUs and Stock Options to our NEOs (other than the Executive Chairman) for fiscal year 2023 as follows:
Fiscal Year 2023 Equity Awards
| NEO Equity Mix | | |
Fiscal Year 2023 Equity Awards
The Committee determined that a mix of 50% RSUs and 50% Options for our NEOs appropriately balances our goals of stockholder alignment, business execution, long-term share price growth, and NEO retention. Mr. Gardner received a long-term equity grant in April and May of 2021 (for more information see “Executive Chairman Long-Term Performance Award,” formerly the CEO Long-Term Performance Award). He did not receive an equity award in fiscal year 2023 because at the time of grant, the board of directors intended the Executive Chairman Long-Term Performance Award to be the exclusive equity award that Mr. Gardner received for a period of seven years. In arriving at the equity values to award to our NEOs for fiscal year 2023, the Committee considered our performance in fiscal year 2022, competitive market data for each NEO’s position, the value of each NEO’s unvested equity holdings, individual performance, and the recommendations of our Chief Executive Officer (other than with respect to himself). After reviewing these factors, the Committee approved the following equity awards for our NEOs for fiscal year 2023:
Fiscal Year 2023 Equity Awards
| Executive | Total Target Equity Award | Target RSU Value | Target Stock Option Value | | Jason Gardner | $0 | $0 | $0 | | Simon Khalaf | $15,250,000 | $7,625,000 | $7,625,000 | | Mike Milotich | $3,000,000 | $1,500,000 | $1,500,000 | | Randy Kern | $5,000,000 | $2,500,000 | $2,500,000 | | Todd Pollak | $2,500,000 | $1,250,000 | $1,250,000 | | Crystal Sumner | $4,600,000 | $2,300,000 | $2,300,000 |
Fiscal Year 2023 Equity Awards
Mr. Khalaf and Mr. Pollak received their equity grants at the time of their promotions to their new roles in January 2023. Ms. Sumner’s equity award was granted at the time of her hiring in February 2023. Mr. Milotich and Mr. Kern’s equity awards were granted in March 2023 during the regular annual equity refresh. Prior to the first quarter of 2023, Stock Options awarded to NEOs vest over four years in equal monthly installments, and RSUs awarded to NEOs vest over four years in equal quarterly installments; both are subject to the NEO’s continued service with Marqeta. In the first quarter of 2023, the Company began granting RSUs and Stock Options which generally vest over a three-year period subject to the NEO’s continued service with us. Beginning in 2024, the Committee has approved changing our long-term equity grants to include both RSUs and PSUs and the Company will no longer grant Stock Options. Equity awards for NEOs will be 70% RSUs and 30% PSUs. PSU goals for the fiscal year ending December 31, 2024 will be measured based on Gross Profit (70% weighting) and Adjusted EBITDA (30% weighting). Each measure will have a threshold, target, and max goal. Performance below threshold will result in no award. Additionally, if Adjusted EBITDA threshold is not met, Gross Profit payout is capped at target. Key benefits of PSU awards include: 1.Performance-Based Compensation: PSUs tie executive compensation directly to the Company's performance metrics and strategic goals. 2.Long-Term Focus: PSUs have a multi-year vesting period, encouraging executives to adopt a long-term perspective, drive sustainable business practices, and participate in the company’s value creation over time. They serve as a powerful retention tool. 3.Alignment with Stockholder Interests: By linking executive compensation to company performance, PSUs ensure that executives are incentivized to act in the best interests of stockholders. 4.Performance Evaluation and Measurement: The performance criteria for PSUs are carefully defined at the outset of the performance period, thus enabling executives to focus their efforts on achieving the specified goals. The PSUs will be based on a one year performance period; at the conclusion of the performance period and following certification of the results, one-third of the award will vest with the remaining two-thirds vesting quarterly over the following two years.
Executive Chairman Long-Term Performance Award
Executive Chairman Long-Term Performance Award In April and May 2021, our board of directors granted Stock Options to Mr. Gardner, our Executive Chairman and then-Chief Executive Officer, providing for a maximum of 19,740,923 shares and 47,267 shares of our Class B common stock, which we refer to collectively as the “Executive Chairman Long-Term Performance Award”, formerly the CEO Long-Term Performance Award. The Executive Chairman Long-Term Performance Award has an exercise price of $21.49 and $23.40 per share, respectively, which was the fair market value of our Class B common stock at the time of each grant as determined by our board of directors. The Executive Chairman Long-Term Performance Award vests over a period of up to seven years following the expiration of the lock-up period associated with our public offering on November 12, 2021, with an option term of up to 10 years from the date of grant, subject to earlier termination, including if Mr. Gardner’s service ends. The Executive Chairman Long-Term Performance Award vests subject to Mr. Gardner remaining our chief executive officer or executive chairman of our board of directors (the “Service Condition”) through the achievement of certain performance conditions, as described below. The Executive Chairman Long-Term Performance Award was meant to support our transition to a public company while providing a meaningful incentive to Mr. Gardner with sustained long-term value creation for our stockholders, and minimize dilution if returns are lower than contemplated. At the time of grant, the board of directors intended the Executive Chairman Long-Term Performance Award to be the exclusive equity award that Mr. Gardner receives for a period of seven years. The Executive Chairman Long-Term Performance Award has a performance period that commenced on November 12, 2021 and expires on the earlier of the seven-year anniversary of the date of our initial public offering (June 9, 2028), a change in control of the Company, or Mr. Gardner ceasing to meet the Service Condition. Shares subject to the award that have not vested by the end of the performance period will terminate and be forfeited for no consideration. The Executive Chairman Long-Term Performance Award is divided into seven equal tranches. The shares will be eligible to vest upon the achievement of certain “Company Common Stock Price Hurdles” during the performance period. As set forth below, 1/7th of the total number of option shares will vest and become exercisable for the applicable tranche in the table below, subject to Mr. Gardner satisfying the Service Condition through the vesting date:
Executive Chairman Long-Term Performance Award
| Tranche | Company Common Strike Hurdle | Number of Options Eligible to Vest | | 1 | $67.50 | 2,826,884 | | 2 | $78.98 | 2,826,884 | | 3 | $92.40 | 2,826,884 | | 4 | $108.11 | 2,826,884 | | 5 | $126.49 | 2,826,884 | | 6 | $147.99 | 2,826,884 | | 7 | $173.15 | 2,826,884 |
Executive Chairman Long-Term Performance Award
The Company Common Stock Price Hurdle will be achieved if the average closing price of a share of our Class A common stock during any 90 consecutive trading day period during the performance period equals or exceeds the “Company Common Stock Price Hurdle” set forth in the table above. There is no linear interpolation between hurdles. The Company Common Stock Price Hurdles and the number of associated shares that will vest will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events. During fiscal year 2023, no Company Common Stock Price Hurdle was achieved. In addition, the Executive Chairman Long-Term Performance Award has a restricted vesting period during the first four years following our initial public offering (the “Restricted Vesting Period”), such that Mr. Gardner is only eligible to vest in up to 20% of the shares of the Executive Chairman Long-Term Performance Award during each fiscal year during the Restricted Vesting Period. If multiple Company Common Stock Price Hurdles are met during such Restricted Vesting Period, the excess shares that would have vested in such fiscal year shall instead be eligible to vest on the first day of the next fiscal year subject to Mr. Gardner meeting the Service Condition through such date. This limitation shall not be applicable if there is a change in control during the Restricted Vesting Period. In the event of a change in control of the Company, the per share acquisition price in such transaction will be used to determine whether any then-unachieved Company Common Stock Price Hurdles are achieved (with no linear interpolation between stock price hurdles).
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements Our offer letters and Executive Severance Plan provide our executive officers, including NEOs, and certain key employees with certain post-employment payments and benefits in the event of a qualifying termination of employment, including in connection with a change in control of the Company. See the section entitled “Potential Payments on Termination or Change of Control” in “Compensation Tables” for detailed information about these arrangements, including an estimate of the potential payments and benefits payable to our NEOs under these arrangements. Given the nature and competitiveness of our industry, the Committee believes the severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent.
Compensation Risk Assessment
Compensation Risk Assessment The Committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the Committee’s determination include the following: •We structure our compensation programs to consist of both fixed and variable components. The fixed (or base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics. The variable (cash bonus and equity) components of our compensation programs are designed to reward both short- and long-term company performance, which we believe discourages employees from taking actions that focus only on our short-term success and helps align our employees with our stockholders and our longer-term success. Our RSUs have time-based vesting and certain of our employees have Stock Options that have a time-based vesting component and only provide value with stock price growth. •We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers. •Incentives are capped, with the exception of sales commission plans which are limited to a percentage of deal value; we do maintain internal controls over the determination of sales incentive awards, which we believe discourages excessive risk-taking. •Our employees are required to comply with our Code of Business Conduct and Ethics, which covers, among other things, accuracy in keeping financial and business records. •The Committee reviews employee equity award guidelines as well as the overall annual equity budget pool. Any recommended equity award outside these guidelines (including grants to all NEOs) requires approval by the Committee. We believe that this helps ensure we grant equity compensation appropriately and in a sustainable manner. •A significant portion of the compensation paid to our executive officers and the members of our board of directors is in the form of RSUs to align their interests with the interests of stockholders. •As part of our Insider Trading Policy, we prohibit the trading of derivatives or hedging transactions involving our securities so that our board of directors, executive officers, and all other employees cannot insulate themselves from the effects of poor stock price performance or engage in trading that is not aligned with value creation for our stockholders.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the total compensation for services rendered in all capacities that was earned by our NEOs during fiscal years 2023, 2022, and 2021.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jason Gardner(4) | 2023 | 349,872 | — | — | — | 247,500 | 3,392 | 600,764 | | Executive Chairman | 2022 | 580,000 | — | — | — | 592,000 | 8,634 | 1,180,634 | | | 2021 | 350,000 | — | — | 223,774,512 | 258,125 | 4,794 | 224,387,431 | | Simon Khalaf(5) | 2023 | 571,458 | — | 7,396,047 | 7,620,111 | 690,000 | 16,697 | 16,294,313 | | Chief Executive Officer | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Mike Milotich(6)(7) | 2023 | 475,000 | — | 1,160,202 | 1,499,101 | 428,000 | 14,303 | 3,576,606 | | Chief Financial Officer | 2022 | 292,179 | 100,000(6) | 7,999,994 | 7,997,367 | 413,000 | 17,001 | 16,819,541 | | | 2021 | — | — | — | — | — | — | — | | Randy Kern | 2023 | 460,000 | | 1,933,673 | 2,498,503 | 414,000 | 12,943 | 5,319,120 | | Chief Product and Technology Officer | 2022 | 430,000 | — | 1,234,866 | 1,911,511 | 355,000 | 14,145 | 3,945,522 | | | 2021 | 204,167 | — | — | 23,020,000 | 120,300 | 8,089 | 23,352,556 | | Todd Pollak(8) | 2023 | 400,000 | — | 6,523,119 | 6,247,232 | 400,000 | 13,576 | 13,583,926 | | Chief Revenue Officer | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | | Crystal Sumner(9) | 2023 | 390,077 | 85,000 | 1,778,981 | 2,298,629 | 476,000 | 14,241 | 5,042,928 | | Chief Administrative Officer and Secretary | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |
Summary Compensation Table
(1)The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the RSUs and Stock Options awarded to our NEOs during fiscal years 2023, 2022, and 2021, calculated in accordance with FASB ASC Topic 718, except as otherwise set forth below. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes to our consolidated financial statements included in our 2023 Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by our NEOs upon the sale of the underlying shares of common stock. (2)The amounts reported in the “Non-Equity Incentive Compensation” column reflect bonuses paid to each of our NEOs under our Bonus Plan or the CRO Commission Plan, as applicable, as described more fully in the section titled “Compensation Elements” in “Compensation Discussion & Analysis” above. (3)For fiscal year 2023, the amounts reported in the “All Other Compensation” column represent: For Mr. Gardner, group term life insurance and stipends for pet insurance, parking, commute, connectivity, and cell phones. For Mr. Khalaf, 401(k) matches ($11,461), group term life insurance, and stipends for parking, commute, connectivity, and cell phones For Mr. Milotich, 401(k) matches ($11,250), group term life insurance, and stipends for parking, commute, connectivity, and cell phones. For Mr. Kern, 401(k) matches ($9,710), group term life insurance, and stipends for pet insurance, identity theft monitoring, parking, commute, connectivity, and cell phones. For Mr. Pollak, 401(k) matches ($10,524), group term life insurance, and stipends for parking, commute, connectivity, and cell phones. For Ms. Sumner, 401(k) matches ($10,521), group term life insurance, and stipends for parking, commute, connectivity, and cell phones. (4)Mr. Gardner resigned as our Chief Executive Officer and was appointed Executive Chairman in January 2023. (5)Mr. Khalaf was appointed Chief Executive Officer in January 2023 and was not an NEO prior to fiscal year 2023. (6)Mr. Milotich was hired as Chief Financial Officer in February 2022 and was not an NEO prior to fiscal year 2022. The amounts reported in the “Salary” and “Non-Equity Incentive Plan” columns for fiscal year 2022 reflect prorated amounts received during his first year of hire. (7)Amount reported in the “Bonus” column represents a discretionary one-time bonus paid in connection with Mr. Milotich joining the Company in February 2022. (8)Mr. Pollak was appointed Chief Revenue Officer in January 2023 and was not an NEO prior to fiscal year 2023. (9)Ms. Sumner was appointed Chief Legal Officer, General Counsel and Secretary in February 2023 and was not an NEO prior to fiscal year 2023. The amounts reported in the “Salary” and “Non-Equity Incentive Plan” columns reflect prorated amounts received during her first year of hire.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding grants of awards made to our NEOs during fiscal year 2023.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | | | Name | Grant Date | Vesting Commencement Date | Threshold ($) | Target ($) | Maximum ($) | Number of Securities Underlying RSUs (#) | Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Jason Gardner | 2/23/2024 | — | — | $247,500 | $742,500 | — | — | — | — | | | — | — | — | 575,000 | 1,725,000 | — | — | — | — | | Simon Khalaf | 2/15/2023 | 2/15/2023 | — | — | — | — | 1,809,272 | 6.38 | $7,620,111 | | | 2/15/2023 | 2/15/2023 | — | — | — | 1,159,255 | — | 6.38 | $7,396,047 | | Mike Milotich | 2/23/2024 | — | — | 356,250 | 1,068,750 | — | — | | | | | 3/15/2023 | 3/15/2023 | — | — | — | — | 560,684 | 4.07 | 1,499,101 | | | 3/15/2023 | 3/1/2023 | — | — | — | 285,062 | — | 4.07 | 1,160,202 | | Randy Kern | 2/23/2024 | — | — | 345,000 | 1,035,000 | — | — | — | — | | | 3/15/2023 | 3/15/2023 | — | — | — | — | 934,474 | 4.07 | 2,498,503 | | | 3/15/2023 | 3/1/2023 | — | — | — | 475,104 | — | 4.07 | 1,933,673 | | Todd Pollak | 2/23/2024 | — | — | 400,000 | 1,600,000 | — | — | — | — | | | 1/15/2023 | 12/19/2022 | — | — | — | — | 1,156,550 | 6.59 | 4,998,031 | | | 1/15/2023 | 12/1/2022 | — | — | — | 805,866 | — | 6.59 | 5,310,657 | | | 2/15/2023 | 3/1/2023 | — | — | — | — | 295,480 | 6.38 | 1,249,201 | | | 2/15/2023 | 3/1/2023 | — | — | — | 190,041 | — | 6.38 | 1,212,462 | | Crystal Sumner(3) | 2/23/2024 | — | — | 345,000 | 1,035,000 | — | — | — | — | | | 3/15/2023 | 2/13/2023 | — | — | — | — | 856,451 | 4.07 | 2,298,629 | | | 3/15/2023 | 3/1/2023 | — | — | — | 437,096 | — | 4.07 | 1,778,981 |
Grants of Plan-Based Awards
(1)Represents awards granted under our Bonus Plan or the CRO Commission Plan, as applicable, in fiscal year 2023. These columns show the awards that were possible at the threshold, target, and maximum levels of performance. Actual cash incentive awards earned in fiscal year 2023 by the NEOs under the Bonus Plan or the CRO Commission Plan, as applicable, are shown in the column titled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table.” (2)Reflects grant date fair value of the Stock Options and RSUs computed in accordance with FASB ASC Topic 718, except as otherwise set forth below. The assumptions used in calculating the grant date fair value of the Stock Options and RSUs reported in this column are set forth in the notes to our consolidated financial statements included in our 2023 Annual Report. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by our NEOs upon the sale of the underlying shares of common stock. (3)Ms. Sumner joined Marqeta in February 2023, and was eligible for a prorated bonus payout for fiscal year 2023. The amounts shown for Ms. Sumner represent the prorated amount.
Outstanding Equity Awards at Fiscal Year 2023 Year-End
Outstanding Equity Awards at Fiscal Year 2023 Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year 2023 Year-End
| | Option Awards(1)(2) | | | | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date(3)(4) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | | Jason Gardner | 2/24/2019 | 2/24/2019(5) | 770,557 | — | — | 0.40 | 2/23/2029 | — | — | | | 5/5/2020 | 4/1/2020(5) | 458,334 | — | — | 2.25 | 5/4/2030 | — | — | | | 2/11/2021 | 1/1/2021(6) | 1,059,639 | — | — | 10.48 | 2/10/2031 | — | — | | | 2/11/2021 | 1/1/2021(5) | 150,000 | — | — | 10.48 | 2/10/2031 | — | — | | | 4/13/2021 | 4/13/2021(7)(8) | — | — | 19,740,923 | 21.49 | 4/12/2031 | — | — | | | 5/5/2021 | 5/5/2021(7)(8) | — | — | 47,267 | 23.40 | 5/4/2031 | — | — | | Simon Khalaf | 7/29/2022 | 6/1/2022(9) | — | — | — | — | 7/28/2032 | 443,905 | 3,098,457 | | | 7/29/2022 | 6/27/22(10) | 438,376 | 730,628 | — | 9.59 | 7/28/2032 | — | — | | | 2/15/2023 | 3/1/23(11) | — | — | — | — | 2/14/2033 | 869,442 | 6,068,705 | | | 2/15/2023 | 2/15/23(12) | 502,575 | 1,306,697 | — | 6.38 | 2/14/2033 | — | — | | Mike Milotich | 3/15/2022 | 3/1/2022(13) | — | — | — | — | 3/14/2033 | 258,027 | 1,801,028 | | | 3/15/2022 | 2/22/2022(14) | 373,433 | 441,330 | — | 8.72 | 3/14/2033 | — | — | | | 5/21/2022 | 2/22/2022(14) | 314,746 | 371,972 | — | 9.84 | 5/20/2032 | — | — | | | 5/21/2022 | 3/1/2022(13) | — | — | — | — | 5/20/2032 | 228,659 | 1,596,040 | | | 3/15/2023 | 3/1/2023(15) | — | — | — | — | 3/14/2033 | 213,797 | 1,492,303 | | | 3/15/2023 | 3/15/2023(16) | 140,171 | 420,513 | — | 4.07 | 3/14/2033 | — | — | | Randy Kern | 6/1/2021 | 6/1/2021(14) | 2,000,000 | — | — | 22.00 | 5/31/2031 | — | — | | | 3/15/2022 | 3/15/2022(17) | — | — | — | — | 3/14/2032 | 70,807 | 494,233 | | | 3/15/2022 | 1/1/2022(18) | 187,395 | 203,691 | — | 8.72 | 3/14/2032 | — | — | | | 3/15/2023 | 3/1/2023(15) | — | — | — | — | 3/14/2033 | 356,328 | 2,487,169 | | | 3/15/2023 | 3/15/2023(16) | 25,958 | 693,742 | — | 4.07 | 3/14/2033 | — | — | | Todd Pollak | 1/15/2023 | 12/01/2022(9) | — | — | — | — | 1/14/2033 | 604,399 | 4,218,705 | | | 1/15/2023 | 12/19/2022(10) | 289,138 | 867,412 | — | 6.59 | 1/14/2033 | — | — | | | 2/15/2023 | 3/01/2023(19) | — | — | — | — | 2/14/2033 | 190,041 | 1,326,486 | | | 2/15/2023 | 3/01/2023(20) | — | 295,480 | — | 6.38 | 2/14/2033 | — | — | | Crystal Sumner | 3/15/2023 | 3/1/2023(9) | — | — | — | — | 3/14/2033 | 437,096 | 3,050,930 | | | 3/15/2023 | 2/13/2023(14) | — | 856,451 | — | 4.07 | 3/14/2033 | — | — |
Outstanding Equity Awards at Fiscal Year 2023 Year-End
(1)Stock Options granted prior to June 9, 2021 are subject to the terms of our Amended and Restated 2011 Equity Incentive Plan, as amended (the “2011 Plan”). Shares underlying each award granted under our 2011 Plan are shares of Class B common stock of the Company. Each Stock Option is immediately exercisable unless as otherwise set forth below. (2)Stock Options granted after June 9, 2021 are subject to the terms of our 2021 Plan. Shares underlying each award granted under our 2021 Plan are shares of Class A common stock of the Company. (3)If the NEO is terminated without Cause or resigns with Good Reason (both such terms as defined in the applicable award agreement) in either case within 3 months before or 12 months after the consummation of a Corporate Transaction (as defined in our 2011 Plan) or Sale Event (as defined in our 2021 Plan), then, subject to delivering a fully executed and effective general release of claims, 100 percent (100%) of the shares subject to the NEO’s outstanding equity awards shall vest as of such termination date (or, if later, the Corporate Transaction or Sale Event, as applicable). (4)Quarterly vest dates are March 1, June 1, September 1, and December 1. (5)1/48th of the shares subject to the stock option vest on a monthly basis following the vesting commencement date, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (6)Fifty percent (50%) of the shares subject to the Option vest on the second anniversary of the vesting commencement date and the remaining shares subject to the Option vest in equal monthly installments over the two years thereafter, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (7)Granted pursuant to the Executive Chairman Long-Term Performance Award as described, including vesting, in the subsection titled “Executive Chairman Long-Term Performance Award” in the “Fiscal 2022 Equity Awards” section in “Compensation Discussion & Analysis” above. These grants are not immediately exercisable. (8)In the event of a Sale Event (as such term is defined in the applicable award agreement), a particular Price Target (as such term is defined in the applicable award agreement) shall be considered achieved in connection with such Sale Event if the price per share of the Company’s common stock that Company stockholders receive in such Sale Event, or the Sale Price, as determined by the board of directors in its sole discretion, exceeds the applicable Price Target(s). If the Sale Price is less than the Price Target, the shares subject to the Option shall automatically be terminated and forfeited immediately prior to the Sale Event, unless the successor entity assumes, substitutes or continues this Option in connection with the Sale Event. (9)Twenty-five percent (25%) of the RSUs vest on the first quarterly vest date following the one-year anniversary of the NEO’s service start date and 1/16th of the RSUs vest on each quarterly vest date thereafter, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (10)Twenty-five percent (25%) of the shares subject to the Stock Options vest on the first anniversary of the NEO’s service start date and 1/48th of the Stock Options vest each month thereafter on the same day of the month as the service start date (and if there is no corresponding day, the last day of such month), subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (11)One-twelfth (1/12th) of the RSUs vest on each quarterly vesting date that occurs after the vesting commencement date, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (12)One thirty-sixth (1/36th) of the shares subject to the Stock Option vest each month following the vesting commencement date, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (13)Twenty-five percent (25%) of the RSUs vest on the first anniversary of the vesting commencement date and 1/16th of the remaining RSUs vest on each quarterly vest date thereafter, subject to the NEO's continuous service relationship with the Company through each applicable vesting date. (14)Twenty-five (25%) of the shares subject to the Stock Option vest on the first anniversary of the vesting commencement date and 1/48 of the shares subject to the Stock Option vest monthly thereafter, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (15)One-twelfth (1/12th) of the RSUs vest on the first quarterly vest date following the vesting commencement date and 1/12th of the RSUs vest on each quarterly vest date thereafter, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (16)One thirty-sixth (1/36th) of the shares subject to the Stock Option vest each month following the vesting commencement date, subject to the NEO’s continuous service relationship with the Company through each applicable vesting date. (17)One-sixteenth (1/16th) of the RSUs vest on March 21, 2022, and an additional one-sixteenth (1/16th) of the RSUs vest on each quarterly vest date thereafter, subject to the NEO's continuous service relationship with the Company through each applicable vesting date. (18)One forty-eighth (1/48th) of the shares subject to the Stock Option vest each month following the vesting commencement date, subject to the NEO's continuous service relationship with the Company through each applicable vesting date. (19)One-third (1/3rd) of the RSUs vest on the first anniversary of the vesting commencement date and 1/12th of the RSUs vest on each quarterly vest date thereafter, subject to the NEO's continuous service relationship with the Company through each applicable vesting date. (20)One-third (1/3rd) of the shares subject to the Stock Option vest on the first anniversary of the vesting commencement date and 1/36th of the shares subject to the Stock Option vest on the 15th of each month thereafter, subject to the NEO's continuous service relationship with the Company through each applicable vesting date.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth the number of shares of common stock acquired during fiscal year 2023 by our NEOs upon the exercise of Stock Options or upon the vesting of RSUs, as well as the value realized upon such equity award transactions.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting of RSUs (#)(2) | Value Realized on Vesting of RSUs ($)(3) | | Jason Gardner | — | — | — | — | | Simon Khalaf | — | — | 556,156 | 3,091,280 | | Mike Milotich | — | — | 449,798 | 2,328,412 | | Randy Kern | 207,660 | 373,660 | 154,179 | 883,217 | | Todd Pollak | — | — | 201,467 | 1,283,345 | | Crystal Sumner | — | — | — | — |
Option Exercises and Stock Vested
(1)Calculated by multiplying (i) the fair market value of Class A common stock on the exercise date, which was determined using the closing price on Nasdaq of a share of Class A common stock on the date of exercise, or if such day is a holiday, on the immediately preceding trading day less the option exercise price paid for such shares of common stock, by (ii) the number of shares of common stock acquired upon exercise. (2)Reflects the aggregate number of shares of Class A common stock underlying RSUs that vested in fiscal year 2023. Of the amounts shown for Messrs. Khalaf, Milotich, Kern, and Pollak and Ms. Sumner, 234,620, 190,569, 57,599, 84,974, and 0 shares of Class A common stock, respectively, were withheld to cover tax withholding obligations upon vesting. (3)Calculated by multiplying (i) the fair market value of Class A common stock on the vesting date, which was determined using the closing price on Nasdaq of a share of Class A common stock on the date of vest, or if such day is a holiday, on the next trading day, by (ii) the number of shares of common stock acquired upon vesting. Of the amounts shown for Messrs. Khalaf, Milotich, Kern, and Pollak and Ms. Sumner, $1,336,097, $1,008,447, $332,703, $541,284, and $0, respectively, represents the value of shares withheld or sold to cover tax withholding obligations upon vesting.
Pension Benefits
Pension Benefits Aside from our 401(k) plan, we do not maintain any pension plan or arrangement under which our NEOs are entitled to participate or receive post-retirement benefits.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans or arrangements under which our NEOs are entitled to participate.
Potential Payments on Termination or Change of Control
Potential Payments on Termination or Change of Control Our Executive Severance Plan provides our executive officers and certain key employees with certain post-employment payments and benefits in the event of a qualifying termination of employment, including in connection with a change in control of the Company. It provides that upon (i) a termination of a participant’s employment by us for any reason other than for “cause,” death, or disability, or (ii) a resignation of employment by the participant for “good reason” (as each term is defined in the Executive Severance Plan): (a) each participant (other than our Chief Executive Officer) will be entitled to receive (1) a lump sum cash payment equal to nine months of his/her base salary, (2) continued health coverage pursuant to COBRA for up to nine months, and (3) a lump sum cash amount equal to 75% of the participant’s annual target bonus; and (b) our Chief Executive Officer will be entitled to receive (1) a lump sum cash payment equal to 12 months of his/her base salary, (2) continued health coverage pursuant to COBRA for up to 12 months, and (3) a lump sum amount equal to 100% of his/her annual target bonus. In addition to these benefits, if such termination occurs within three months prior to, and ending 12 months after, a “change in control,” as defined in the Executive Severance Plan, then an eligible participant will be entitled to receive the full acceleration of vesting of all outstanding and unvested equity award held by such participant; provided, that any unvested and outstanding equity awards subject to performance conditions (other than continued service) will be deemed satisfied as specified in the applicable award agreements. The participant is required to execute and deliver an effective release of claims in favor of us in order receive any such severance benefits. The payments and benefits provided under the Executive Severance Plan in connection with a “change in control” may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also subject an eligible participant, to an excise tax under Section 4999 of the Code. If the payments or benefits payable in connection with a “change in control” would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the recipient. The following table summarizes the estimated payments and benefits that would be provided to our NEOs upon termination and a change in control under our plans and arrangements with our NEOs described above.
Potential Payments on Termination or Change of Control
| | Termination Without Cause or Resignation for Good Reason | | | In Connection with a Change in Control | | Name | Salary Severance ($) | Bonus Severance ($) | Value of Continued Health Coverage ($) | Value of Accelerated Vesting ($) | | Jason Gardner | 262,404 | 185,625 | 24,721 | 197,085 | | Simon Khalaf | 571,459 | 575,000 | 32,961 | 9,951,180 | | Mike Milotich | 356,250 | 267,188 | 24,721 | 6,113,064 | | Randy Kern | 345,000 | 258,750 | 14,585 | 5,020,893 | | Todd Pollak | 300,000 | 300,000 | 24,721 | 6,060,770 | | Crystal Sumner | 292,558 | 258,750 | 24,721 | 5,543,202 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid (“CAP”) to our NEOs and certain measures of company performance. The material that follows is provided in compliance with these rules. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made for fiscal year 2023 is described above in our "Compensation Discussion & Analysis". The following table provides information regarding compensation actually paid to our principal executive officer (“PEO”), and other NEOs for each year from the date of our initial public offering (“IPO”) in 2021 to 2023, compared to our total shareholder return (“TSR”), from our IPO through the end of fiscal years 2022 and 2023, and our net income and our company-selected measure, gross profit, for each such year. The CAP for the PEO and the average non-PEO NEOs is calculated by taking the total compensation shown in the Summary Compensation Table (“SCT”) and adding and subtracting certain items as described below: SCT values LESS: •the grant date value of equity granted during the year; and •the fair value of awards granted during prior years that were forfeited during the applicable year; PLUS: •the year-end fair value of unvested equity awards granted during the year; •the difference between the year-end fair value and the immediately prior year-end fair value for awards granted in prior years that are outstanding and unvested at the end of the year; and •the difference between the fair value as of the vesting date and the immediately prior year-end fair value for awards granted in prior years that vested during the year.
PAY VERSUS PERFORMANCE
| | Summary Compensation Table Total for PEO ($)(1)(2) | | Compensation Actually Paid to PEO ($)(3) | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Simon Khalaf | Jason Gardner | Simon Khalaf | Jason Gardner | Average Summary Compensation Table Total for non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to non-PEO NEOs ($)(3) | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | Net Income ($)(6) | Company- Selected Measure - Gross Profit ($)(7) | | 2023 | 16,294,313 | 600,764 | 21,985,328 | (12,590,198) | 6,880,645 | 15,432,318 | $22.86 | $141.56 | (222,962) | 329,514 | | 2022 | N/A | 1,180,634 | N/A | (96,873,981) | 6,036,815 | (5,614,356) | $20.02 | $89.68 | (184,780) | 320,001 | | 2021 | N/A | 224,387,431 | N/A | 123,182,820 | 16,016,142 | 17,010,366 | $56.25 | $124.90 | (163,929) | 231,705 |
PAY VERSUS PERFORMANCE
(1)During fiscal year 2023, Simon Khalaf and Jason Gardner each served for a period of time as our PEO, as further described in the Compensation Discussion and Analysis, and Mr. Gardner was our PEO in fiscal years 2022 and 2021. For fiscal year 2023, our non-PEO NEOs were Mike Milotich, Randy Kern, Todd Pollak, and Crystal Sumner. For fiscal year 2022, our non-PEO NEOs were Mike Milotich, Randy Kern, Seth Weissman, Philip (Tripp) Faix, and Vidya Peters and for fiscal year 2021, our non-PEO NEOs were Randy Kern and Tripp Faix. We first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act in 2021. (2)Represents the total compensation paid to our PEO and non-PEO NEOs in each listed year, as shown in our SCT for such listed year. (3)CAP does not mean that our PEO and non-PEO NEOs realized those amounts in the listed year, but reflects adjustments to the total compensation amount shown in the SCT as shown below:
PAY VERSUS PERFORMANCE
| PEO SCT Total to CAP Reconciliation: | | | | | | Year | SCT Total | Deductions from SCT Total | Additions to SCT Total | CAP | | | | (i) | (ii) | | | Simon Khalaf | | | | | | 2023 | $16,294,313 | $(15,013,082) | $20,704,097 | $21,985,328 | | Jason Gardner | | | | | | 2023 | $600,764 | $— | $(13,190,962) | $(12,590,198) | | 2022 | $1,180,634 | $— | $(98,054,615) | $(96,873,981) | | 2021 | $224,387,431 | $(223,774,512) | $122,569,901 | $123,182,820 | | Average Non-PEO NEOs SCT Total to CAP Reconciliation: | | | | | | Year | SCT Total | Deductions from SCT Total | Additions to SCT Total | CAP | | | | (i) | (ii) | | | 2023 | $6,880,645 | $(4,887,264) | $8,551,672 | $10,545,053 | | 2022 | $6,036,815 | $(5,227,535) | $(6,423,636) | $(5,614,356) | | 2021 | $16,016,142 | $(15,549,804) | $16,544,028 | $17,010,366 |
PAY VERSUS PERFORMANCE
(i)Represents the grant date fair value of equity-based awards granted each year. We did not sponsor a pension plan for any of the years reflected in this table; therefore, no adjustments to the SCT total related to pensions was needed. (ii)Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The Company has not paid dividends historically; thus no adjustments are made for this item. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant other than with respect to increased volatility and common stock price. As of December 31, 2023, the assumption we used for volatility was 71.69% and for the fair value of common stock was $6.98. As of December 31, 2022, the assumption we used for volatility was 60.84% and for the fair value of common stock was $6.11. As of December 31, 2021, the assumption we used for volatility was 49.59% and for the fair value of common stock was $17.17. The equity components of CAP for fiscal years 2023, 2022, and 2021 are further detailed in the supplemental tables below (due to rounding, the totals shown may not equal the precise values obtained by adding and subtracting the numbers in the column or row):
PAY VERSUS PERFORMANCE
| PEO Equity Component of CAP for FY2023: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2023 Outstanding and Unvested at 12/31/2023 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2023 | Change in Fair Value of Prior Years' Awards That Vested in FY2023 | Fair Value as of Vesting Date for Awards Granted in FY2023 that Vested During FY2023 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2023, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Simon Khalaf | | | | | | | | Options | $5,878,830 | $2,700,839 | $(172,891) | $1,666,232 | $— | $10,073,010 | | RSUs | $6,068,705 | $3,098,457 | $(217,957) | $1,681,882 | $— | $10,631,087 | | PSOs | $— | $— | $— | $— | $— | $— | | Total | $11,947,535 | $5,799,296 | $(390,848) | $3,348,114 | $— | $20,704,097 | | Jason Gardner | | | | | | | | Options | $— | $220,027 | $(109,122) | $— | $— | $110,905 | | RSUs | $— | $— | $— | $— | $— | $— | | PSOs | $— | $(13,301,867) | $— | $— | $— | $(13,301,867) | | Total | $— | $(13,081,840) | $(109,122) | $— | $— | $(13,190,962) | | Average Non-PEO NEOs Equity Component of CAP for FY2023: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2023 Outstanding and Unvested at 12/31/2023 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2023 | Change in Fair Value of Prior Years' Awards That Vested in FY2023 | Fair Value as of Vesting Date for Awards Granted in FY2023 that Vested During FY2023 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2023, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $3,810,735 | $279,526 | $14,624 | $690,178 | $— | $4,795,063 | | RSUs | $3,143,898 | $121,255 | $(105,098) | $596,554 | $— | $3,756,609 | | Total | $6,954,633 | $400,781 | $(90,474) | $1,286,732 | $— | $8,551,672 |
PAY VERSUS PERFORMANCE
| PEO Equity Component of CAP for FY2022: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2022 Outstanding and Unvested at 12/31/2022 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2022 | Change in Fair Value of Prior Years' Awards That Vested in FY2022 | Fair Value as of Vesting Date for Awards Granted in FY2022 that Vested During FY2022 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2022, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $— | $(11,211,569) | $(3,644,457) | $— | $— | $(14,856,026) | | RSUs | $— | $— | $— | $— | $— | $— | | PSOs | $— | $(83,198,589) | $— | $— | $— | $(83,198,589) | | Total | $— | $(94,410,158) | $(3,644,457) | $— | $— | $(98,054,615) | | Average Non-PEO NEOs Equity Component of CAP for FY2022: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2022 Outstanding and Unvested at 12/31/2022 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2022 | Change in Fair Value of Prior Years' Awards That Vested in FY2022 | Fair Value as of Vesting Date for Awards Granted in FY2022 that Vested During FY2022 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2022, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $1,134,796 | $(2,353,527) | $(2,053,144) | $240,514 | $(4,820,868) | $(7,852,229) | | RSUs | $1,256,105 | $— | $— | $172,488 | $— | $1,428,593 | | Total | $2,390,900 | $(2,353,527) | $(2,053,144) | $413,002 | $(4,820,868) | $(6,423,636) |
PAY VERSUS PERFORMANCE
| PEO Equity Component of CAP for FY2021: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2021 Outstanding and Unvested at 12/31/2021 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2021 | Change in Fair Value of Prior Years' Awards That Vested in FY2021 | Fair Value as of Vesting Date for Awards Granted in FY2021 that Vested During FY2021 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2021, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $11,816,222 | $3,419,067 | $4,992,681 | $568,844 | $— | $20,796,814 | | RSUs | $— | $— | $— | $— | $— | $— | | PSOs | $101,773,087 | $— | $— | $— | $— | $101,773,087 | | Total | $113,589,309 | $3,419,067 | $4,992,681 | $568,844 | $— | $122,569,901 | | Average Non-PEO NEOs Equity Component of CAP for FY2021: | | | | | | | | Equity Type | Fair Value of Awards Granted in FY2021 Outstanding and Unvested at 12/31/2021 | Change in Fair Value of Prior Years' Awards Outstanding and Unvested at 12/31/2021 | Change in Fair Value of Prior Years' Awards That Vested in FY2021 | Fair Value as of Vesting Date for Awards Granted in FY2021 that Vested During FY2021 | Deduction of Fair Value of Awards Granted during Prior Years that were Forfeited during FY2021, determined as of Prior FY End | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d)+ (e) | | Options | $9,704,136 | $1,915,115 | $3,899,401 | $284,422 | $— | $15,803,074 | | RSUs | $— | $— | $740,955 | $— | $— | $740,955 | | Total | $9,704,136 | $1,915,115 | $4,640,356 | $284,422 | $— | $16,544,029 |
PAY VERSUS PERFORMANCE
(4)TSR is as reflected in our 2023 Annual Report pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on June 9, 2021, the effective date of our IPO. (5)The peer group used is the S&P Information Technology Index as reflected in our 2023 Annual Report pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on June 9, 2021. (6)The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements for each listed year. (7)In the Company's assessment, gross profit is the most important financial performance measure (not already required to be disclosed in the Pay versus Performance table) used by the Company in 2023 to link CAP to performance.
Pay versus Performance Conclusions
Pay versus Performance Conclusions Our compensation committee strongly believes in pay for performance and has structured Marqeta’s compensation programs to reward leaders when the Company is delivering strong results. In fiscal year 2023, gross profit, our Company Selected Measure, grew modestly, while net income declined. Marqeta’s TSR underperformed versus the Peer Group during the year. However, Compensation Actually Paid to Mr. Khalaf and to our non-PEO NEOs was higher than the amounts reported in the Summary Compensation Table for fiscal year 2023 due to the transitions among our executive team and the investments we made in key talent.
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of Simon Khalaf, our Chief Executive Officer as of December 31, 2023, to the annual total compensation of our median employee. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. For fiscal year 2023:
CEO Pay Ratio
| Median Employee | The annual total compensation of our median compensated employees (other than our CEO) was $204,525. | | Chief Executive Officer | The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $16,294,313. | | Pay Ratio | The annual total compensation of our CEO was approximately 79.7 times the annual total compensation of our median employee (other than our CEO). |
CEO Pay Ratio
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies, including companies in our peer group, may not be comparable to the pay ratio reported above. Further, other companies may have different employment and compensation practices, different geographic breadth, and may have more or less employees at comparable skill and pay levels. This information is being provided for compliance purposes. Neither our compensation committee nor management used the pay ratio measure in making compensation decisions.

DEF 14A of Marqeta, Inc.

Our Director Nominees

Our Director Nominees

Our Board of Directors

Our Board of Directors

Our Board of Directors

Our Board of Directors

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Considerations in Evaluating Director Nominees

Non-Employee Director Compensation

Non-Employee Director Compensation

Non-Employee Director Compensation

Fiscal Year 2023 Director Compensation Table

Fiscal Year 2023 Director Compensation Table

Fiscal Year 2023 Director Compensation Table

Fiscal Year 2023 Director Compensation Table

Fiscal Year 2023 Director Compensation Table

The Role of Stockholder Say-on-Pay Votes

The Role of Our Management Team

The Role of Our Independent Compensation Consultant

Fiscal Year 2023 Compensation Peer Group

Fiscal Year 2023 Compensation Peer Group

Fiscal Year 2023 Compensation Peer Group

Fiscal Year 2023 Compensation Peer Group

Fiscal Year 2023 Compensation Peer Group

Principal Elements of Compensation; Fiscal Year 2023 Pay Mix

Principal Elements of Compensation; Fiscal Year 2023 Pay Mix

Principal Elements of Compensation; Fiscal Year 2023 Pay Mix

Cash Incentives

Cash Incentives

Cash Incentives

Fiscal Year 2023 Bonus Plan Opportunities

Fiscal Year 2023 Bonus Plan Opportunities

Performance Metrics and Targets

Performance Metrics and Targets

Performance Metrics and Targets

Performance Metrics and Targets

Performance Metrics and Targets

Fiscal Year 2023 Cash Incentive Payments

Fiscal Year 2023 Cash Incentive Payments

Fiscal Year 2023 Cash Incentive Payments

Long-Term Equity Incentives

Fiscal Year 2023 Equity Awards

Fiscal Year 2023 Equity Awards

Fiscal Year 2023 Equity Awards

Fiscal Year 2023 Equity Awards

Fiscal Year 2023 Equity Awards

Executive Chairman Long-Term Performance Award

Executive Chairman Long-Term Performance Award

Executive Chairman Long-Term Performance Award

Severance and Change in Control Arrangements

Compensation Risk Assessment

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year 2023 Year-End

Outstanding Equity Awards at Fiscal Year 2023 Year-End

Outstanding Equity Awards at Fiscal Year 2023 Year-End

Option Exercises and Stock Vested

Option Exercises and Stock Vested

Option Exercises and Stock Vested

Pension Benefits

Non-Qualified Deferred Compensation

Potential Payments on Termination or Change of Control

Potential Payments on Termination or Change of Control

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE