Marqeta Files Proxy Statement on Director Compensation Policy

TL;DR

Marqeta's board updated director pay policy, needs shareholder OK.

AI Summary

Marqeta, Inc. filed a definitive proxy statement on May 31, 2024, detailing an amendment and restatement of its Non-Employee Director Compensation Policy. The Board of Directors approved these changes, which will be presented for shareholder approval. The filing does not specify the exact changes to the policy or the compensation details for directors.

Why It Matters

Shareholder approval is required for changes to director compensation policies, impacting how the company incentivizes and retains its board members.

Risk Assessment

Risk Level: low — This is a routine proxy filing regarding compensation policy updates, not an event with immediate financial implications.

Key Players & Entities

• Marqeta, Inc. (company) — Registrant
• 0001628280-24-026097 (filing_id) — Accession Number
• May 31, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $20,000 — eceive an additional annual retainer of $20,000, $15,000, $10,000, or $50,000, respecti
• $15,000 — additional annual retainer of $20,000, $15,000, $10,000, or $50,000, respectively, for
• $10,000 — al annual retainer of $20,000, $15,000, $10,000, or $50,000, respectively, for such ser
• $50,000 — tainer of $20,000, $15,000, $10,000, or $50,000, respectively, for such service. b. In

Filing Documents

• mqdefa14a053124.htm (DEFA14A) — 19KB
• 0001628280-24-026097.txt ( ) — 20KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Marqeta, Inc. (Name of Registrant as Specified In Its Charter) ___________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Amended and Restated Non-Employee Director Compensation Policy On May 31, 2024, the Board of Directors (the " Board ") of Marqeta, Inc. (the " Company ") approved the amendment and restatement of the Company's Non-Employee Director Compensation Policy (the " Policy ") to reflect the following changes a. Committee Chairperson Compensation Committee Chairpersons who are not employees or officers of the Company or its subsidiaries (" Outside Directors ") will now receive incremental cash retainers. An Outside Director serving as Chairperson of the Audit Committee, the Compensation Committee, the Nomination and Governance Committee, or the Payments Innovation Committee shall receive an additional annual retainer of $20,000, $15,000, $10,000, or $50,000, respectively, for such service. b. Independent Chairperson Compensation On the date of the Company's annual meeting of stockholders, the Independent Chairperson of the Board will receive a restricted stock unit grant on the date of such annual meeting (the " IC Grant ") with a value of $50,000 that vests in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of stockholders provided, however, that all vesting will cease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of such services. The IC Grant will replace the Lead Independent Director Grant, as the role of Lead Independent Director will transition to an Independent Chairperson role. c. Cash in Lieu of Equity Outside Directors may choose to receive their Annual Grant, as defined in the Policy, as cash in lieu of equity. Cash payments vest and will be paid in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of stockholders provided, however, that all vesting will cease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of such services. In order to receive cash in lieu of equity for the Annual Grant and the IC Grant, an Outside Director or the Independent Chairperson of the Board must satisfy the stock ownership requirements set forth in the Company's Stock Ownership Guidelines Policy and have served as a director for at least five years. In addition, on May 31, 2024, the Board approved the formation of the Payments Innovation Committee (the " Committee "), effective as of June 1, 2024. The initial members of the Committee will be Jason Gardner and Simon Khalaf. Alpesh Chokshi, if elected at the 2024 annual meeting of stockholders, will also be a member of the Committee.

View Full Filing

View this DEFA14A filing on SEC EDGAR