📣 What This Document Is

This document is a Proxy Statement (DEF 14A). Think of it as the company’s formal "rulebook" and "agenda" for its annual meeting with its shareholders. 🧑‍ Shareholders need this document to understand what the company is proposing, who its leaders are, and what decisions they are being asked to vote on.

The proxy statement is filed with the SEC and contains all the materials needed for you, the shareholder, to make an informed vote. It essentially answers: "Who runs the company, how did it do last year, and what should we approve for the year ahead?"

👉 Key Dates: The Annual Meeting is scheduled for June 10, 2026, at 11:30 AM ET. Shareholders must be of record on April 15, 2026.

🏢 What Marqeta Does

In simple terms, Marqeta is a modern digital platform that helps businesses build entirely custom payment experiences. 💳 They don't just process cards; they manage the whole journey, from issuing the card to settling the payment.

Their platform is critical because it gives customers the ability to embed payment functionality (like debit, prepaid, or credit programs) directly into their own websites or apps. Marqeta provides the complex "tech layer that bridges the bank and the customer," allowing the customer to focus on their core business while Marqeta handles the difficult mechanics of running the card program with various banks and card networks.

👉 The Value Proposition: Marqeta's open APIs allow customers to easily integrate and manage their card programs without having to build complex systems themselves.

📊 Financial and Operating Highlights

The company summarizes its performance for fiscal year 2025, detailing significant changes in scale and profitability. While the company reported substantial growth in processing volume, the net income saw a sharp decline compared to the previous year.

Key Performance Metrics (FY 2025 vs. FY 2024):

• Total Processing Volume (TPV): This metric is extremely important, showing the total dollar value of payments processed. TPV saw robust growth of 31% year-over-year, jumping from $291 billion in 2024 to $383 billion in 2025.
  • Why it matters: High TPV growth confirms that the company is seeing increased use of its platform across the industry.
• Net Revenue: Revenue grew by 23% year-over-year, increasing by $118 million, reaching $625 million in 2025.
  • Why it matters: This revenue growth was primarily driven by the increased payment volumes, though the company noted some revenue was slightly offset by an "unfavorable mix" (more growth in card programs where they provide minimal management).
• Gross Profit: Gross Profit increased by 24% year-over-year to $437 million in 2025 (up from $352 million in 2024).
  • Why it matters: The increase in Gross Profit is directly linked to the massive growth in processing volume (TPV).
• Net Income: This was the most noticeable swing. Net Loss was $14 million in 2025, a significant drop from Net Income of $27 million in 2024.
  • Why it matters: The drop was primarily due to a massive, one-time $145 million reversal of share-based compensation from 2024. This means the change in profitability was heavily influenced by non-core, compensation accounting issues.
• Adjusted EBITDA: This metric, which often removes one-time and non-cash items, showed a strong improvement, reaching $110 million in 2025, an $80 million year-over-year improvement.
  • Why it matters: Because this metric excludes the large one-time compensation reversal, the $110 million figure gives a clearer picture of the company’s core operational profitability and cash-generating potential.

🤝 Board and Corporate Governance

The Board of Directors is responsible for overseeing the company's strategy and protecting the interests of shareholders. The Board is currently composed of ten directors. What is most important to note is the strong focus on independence and specialized committee oversight.

• Director Independence: A majority of the directors are considered independent by the board, meeting the high standards set by the Nasdaq Stock Market.
• Board Oversight Structure: The Board utilizes four standing committees—Audit, Compensation, Nomination and Governance, and Payments Innovation—each with a specific focus.
  • Role in Risk Oversight: The Board actively oversees management's major risk exposures, including platform operations, cybersecurity, financial risks, and artificial intelligence. This signals a mature, risk-aware management culture.

🗳️ Voting Proposals for Shareholders

At the Annual Meeting, shareholders are asked to vote on five main proposals. These votes directly determine the leadership and structure of the company for the coming years.

• Election of Directors (Proposal 1): Shareholders are asked to elect four Class II director nominees (Najuma Atkinson, Martha Cummings, Judson Linville, and Michael Milotich) to serve until 2029.
  • 👉 Board Recommendation: The Board recommends voting "FOR" all four nominees.
• Ratification of Independent Auditor (Proposal 2): Shareholders must vote to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • Why it matters: This vote gives the independent external auditors the formal mandate to review the company’s financial statements.
• Reverse Stock Split (Proposal 3): Shareholders will vote to approve an amendment to the Certificate of Incorporation to effect a 1-for-4 reverse stock split.
  • Why it matters: This means for every four shares of stock an investor owns, they will receive one share with a new, higher par value. Companies sometimes use this to make their stock price look higher, which can be perceived positively by the market.
• Officer Exculpation (Proposal 4): Shareholders vote to approve an amendment to provide for officer exculpation under Delaware law.
  • Why it matters: This protects officers and directors from being personally liable for certain actions taken within the scope of their duties, which is a standard measure of corporate legal protection.
• Advisory Vote on Compensation (Proposal 5): Shareholders vote non-bindingly on the compensation of named executive officers.

💡 Executive Compensation Structure

The compensation system is designed to align the interests of the executives with the long-term success of the company. Instead of simply listing salaries, the committee emphasizes the structure and the goals behind the compensation mix.

• Alignment of Interests: The Compensation Committee states its goals are to "Align the long-term interests of stockholders and executive officers," ensuring the executives have a financial stake in the company’s growth.
• Compensation Mix: The compensation package utilizes a blend of:
  • Base Salary (stable income).
  • Short-Term Incentives (annual cash incentives, or ACI).
  • Long-Term Incentives (equity, which rewards growth over many years).
• Director Compensation (FY 2025): The policy sets annual and initial equity grants for non-employee directors, providing clear incentives for service. The total payments for the directors in FY 2025 ranged from $22,527 to $635,161, depending on the director and their committee role.

🛡️ Protecting the Company: Corporate Governance Policies

The governance policies detail the internal rules designed to maintain trust and regulatory compliance. These policies are essential mechanisms for risk management.

• Insider Trading Policy: This strict policy governs how directors, officers, and employees buy or sell shares. It is particularly strict by prohibiting hedging, short selling, pledging shares as collateral, or using derivative securities.
  • Why it matters: This rule prevents executives from taking actions that could exploit confidential information or jeopardize the company’s financial stability for personal gain.
• Committees of the Board: Each committee has defined roles:
  • Audit Committee (Chair: R. Mark Graf): Oversees the financial records, ensuring the independence and quality of the company's external auditors.
  • Compensation Committee (Chair: Najuma Atkinson): Reviews and approves the compensation for executive officers.
  • Nomination and Governance Committee (Chair: Martha Cummings): Identifies and evaluates candidates for the Board.
  • Payments Innovation Committee (Chair: Jason Gardner): Guides the Board on emerging technology and payment industry trends.

📅 Meeting Details and Contacts

This section provides all the practical details required for shareholders to participate in the Annual Meeting.

• Meeting Date and Time: June 10, 2026, at 11:30 AM ET.
• Voting Mechanism: Shareholders are encouraged to vote online, by phone, or by mail, emphasizing that voting early is beneficial.
• Proxy Materials: The Proxy Statement and 2025 Annual Report are available at www.proxyvote.com.
• Corporate Secretary Contact: Crystal Sumner, Corporate Secretary (listed as the contact for proxy card instructions).

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🧠 The Analogy

A corporate proxy statement is like attending a school Parent-Teacher Night. 🏫 The principal (the Board) calls the meeting to update everyone on how the school year went (Financial Highlights), present the academic plan for next year (Strategic Focus), and get permission from the parents (Shareholders) to hire new teachers (Directors), change the curriculum (Corporate Amendments), and appoint the head accountant (Auditor). Every vote is a consensus building moment, ensuring all major stakeholders agree on the direction of the school.

🧩 Final Takeaway

The company showed strong growth in processing volume and revenue in 2025, but the net income was negatively affected by a major one-time accounting reversal. The Annual Meeting is a critical moment for shareholders to approve leadership changes, audit confirmations, and fundamental structural shifts like the reverse stock split.