🧾 What This Document Is

This is a preliminary proxy statement (PRE 14A) for Marqeta, Inc. It's not a report on earnings or operations. Instead, it's an invitation and agenda for the company's annual shareholder meeting, asking shareholders to vote on several key proposals. The meeting will be held virtually on June 10, 2026.

👉 Why it matters: Shareholders own the company, and this document is their primary tool to exercise their voting rights on crucial matters like board leadership, company rules, and executive pay.

🏢 What The Company Does

In simple terms, Marqeta is the engine behind modern payment cards. They provide the technology that allows companies (like fintech apps or gig economy platforms) to create, launch, and manage their own customized debit, prepaid, and credit card programs. Think of them as the "plumbing" that connects a slick app in your phone to the banking system and card networks like Visa.

Their platform handles everything from risk management and transaction authorization to rewards. Their customers include big names that want to offer a seamless, branded payment experience without building all the complex back-end technology themselves.

💰 Financial Highlights

The proxy includes key results for fiscal year 2025, which was a "transformative" year:

• Processing Volume (TPV): $383 billion (up 31% from $291B in 2024). This is the total dollar amount of payments they processed.
• Net Revenue: $625 million (up 23% from $507M).
• Profitability: They had a Net Loss of $14 million, compared to Net Income of $27 million in 2024. This swing was largely due to a large, one-time accounting benefit in 2024 that didn't repeat.
• Adjusted Profit (Adjusted EBITDA): $110 million, a big improvement from $30 million in 2024. This metric adds back items like stock-based compensation to show underlying cash profitability.

🚀 Key Moves & Proposals for Vote

Shareholders are being asked to vote on five main items. The board recommends voting FOR all of them.

1. Elect Directors: Vote on four people for the board: Najuma Atkinson, Martha Cummings, Judson Linville, and CEO Mike Milotich.
2. Ratify the Auditor: Re-appoint KPMG LLP as the company's independent accounting firm for 2026.
3. Reverse Stock Split (CRITICAL): Approve a 1-for-4 reverse stock split of the company's stock. This would combine every 4 shares into 1, automatically quadrupling the stock price per share (in theory). This is often done to meet stock exchange listing price requirements or to attract institutional investors.
4. Officer Protection: Amend the company charter to provide "exculpation" (protection from personal liability) for officers, similar to what already exists for directors under Delaware law.
5. Executive Pay Advisory Vote: Hold a non-binding vote to approve the compensation of the company's top executives ("say-on-pay").

👥 Board & Governance

The company emphasizes its strong governance practices:

• Independence: 8 of the 10 board members are independent (no material ties to the company).
• Leadership: An independent Chair, Judson Linville, leads the board.
• Committees: The board has four key committees: Audit, Compensation, Nomination & Governance, and a unique Payments Innovation Committee that focuses on tech and IP strategy.
• Risk Oversight: The board actively oversees major risks, from cybersecurity to strategy, through its committees.
• Stock Ownership: Directors and executives are required to hold significant company stock, aligning their interests with shareholders.

📊 Executive Compensation

The proxy details how top executives are paid, designed to attract talent and align pay with long-term performance.

• Mix: For the CEO, 84% of target pay is "at-risk" (76% in stock awards, 8% in annual cash bonus). For other executives, it's 81% at-risk.
• Philosophy: They emphasize pay-for-performance, using rigorous metrics and linking a significant portion of compensation to the company's stock price.
• "We Don't Do" List: They highlight practices they avoid, like tax gross-ups, hedging/pledging company stock, or providing special retirement plans for executives.

🔮 What's Next

Beyond the vote results, the filing signals the company's direction:

• Strategic Focus: Continued growth in payment volumes (TPV) and moving towards sustained profitability, as shown by the improved Adjusted EBITDA.
• Potential Stock Price Action: The reverse stock split proposal is a major signal. If approved, it will change the stock's trading mechanics but doesn't fundamentally change the company's value. It suggests the board is concerned about the low stock price.
• Leadership Transition: The board includes the new CEO, Mike Milotich, who moved from CFO to the top job in 2025, indicating a focus on financial discipline and strategic execution.

⚖️ Big Picture

👍 Strengths:

• Dominant Niche: A leader in a critical, growing part of the fintech infrastructure.
• Strong Growth: Impressive 31% year-over-year growth in payment volume processed.
• Improving Profitability: Clear positive trend in Adjusted EBITDA, showing operational leverage.
• Modern Governance: Independent board, robust oversight structures, and compensation aligned with shareholder returns.

⚠️ Risks:

• Profitability: Still reporting a net loss, and the reversal of a large one-time benefit highlights volatility.
• Stock Price & Reverse Split: The proposed reverse split is a clear indicator of a depressed share price, which can hurt investor sentiment and access to capital.
• Competition & Mix: Growth in lower-margin service programs could pressure overall margins.
• Execution: Must continue to execute on its growth strategy and achieve consistent profitability to justify its valuation.

🧠 The Analogy

Marqeta is like a specialized, high-tech parts manufacturer for the automotive industry. They don't sell the whole car (the consumer app), but they build the essential, sophisticated engine (the payment platform) that other companies use to build their vehicles. They've seen great demand for their engines (volume growth), but now they need to prove they can run their manufacturing business efficiently and profitably (net income) in a competitive market, and their own company's stock price (the value of their factory) has dropped, prompting plans to reorganize their shares to look more valuable on paper.

🧩 Final Takeaway

This proxy reveals a company at a key inflection point: strong volume growth meets a critical need to prove sustainable profitability, while using a reverse stock split to address a struggling stock price. Shareholders are being asked to endorse the board's strategy and leadership during this transition.