Marqeta Inc

This management proposal asks stockholders to authorize an amendment to the Company’s Certificate of Incorporation enabling a 1-for-4 reverse stock split of Class A, Class B and Preferred shares and a proportionate reduction in authorized shares, with implementation left to the CEO and CFO in consultation with the Board within one year of approval. Management frames the primary rationale as reducing the number of outstanding shares to increase reported earnings (or loss) per share, thereby improving the meaningfulness of per-share metrics; it also cites secondary benefits including potential improvements to marketability, trading costs, and administrative/listing savings. Implementation would not change percentage ownership except for cashing out fractional shares and would be effective on filing a Certificate of Amendment; the Board reserves discretion and will consider market conditions, company performance, and likely effects on market price before acting. Key risks disclosed include potential failure of price to increase proportionately, reduced liquidity, increased odd-lot trading costs, and the possibility that market capitalization could decline after the split; management also notes tax and procedural mechanics (cash payments for fractional interests and no appraisal rights under Delaware law). The proposal includes technical adjustments to outstanding equity awards, reserved shares, and plan share counts to reflect the reverse split ratio. The Board recommends FOR, arguing the combination of reduced share count, improved per-share metrics, and potential market/listing benefits are in stockholders’ interests. For holders evaluating the proposal, important governance considerations include the Board/management’s unilateral authority to implement the split within a year, the remedy for fractional shares (cash), the effects on liquidity and trading dynamics, and the lack of a required reduction in authorized shares absent stockholder approval (which this proposal also authorizes). Overall, the economic benefit to long-term stockholders depends on whether the market treats the reverse split as a neutral structural change or as a signal that affects liquidity and investor demand; the risk/benefit calculus hinges on post-split trading behavior and the Board’s timing decision.

This management proposal asks stockholders to approve an amendment to the Certificate of Incorporation to add Article XI permitting officer exculpation to the fullest extent allowed by the Delaware General Corporation Law. Management and the Board argue the amendment remedies an historical inconsistency between the treatment of officers and directors, aligns Marqeta with peer practices following the 2022 DGCL amendment, and helps protect the Company from nuisance litigation and resulting higher D&O insurance costs. The Board also emphasizes recruitment and retention benefits—arguing that prospective or current officer candidates may be deterred from serving without comparable exculpatory protections—while stating the amendment is prospective and not proposed in anticipation of any specific litigation. The amendment expressly excludes breaches of the duty of loyalty, acts not in good faith, intentional misconduct or knowing violations of law, and transactions conferring improper personal benefit, and does not affect derivative claims brought by or in the right of the Company. The proposed change requires a majority vote and would become effective upon filing with the Delaware Secretary of State, but the Board retains discretion to abandon the amendment prior to effectiveness. From a governance perspective, investors should weigh the reduced personal monetary exposure for officers against potential accountability concerns, noting that other protections (e.g., liability for loyalty breaches, intentional misconduct, and derivative suits) remain. The Board’s recommendation for FOR rests on balancing stockholder interests in accountability with the practical needs to attract senior talent and limit company costs, but stockholders should consider the implications for officer incentives and oversight when evaluating the proposal.

This advisory (non-binding) proposal asks stockholders to approve, on an annual basis, the compensation paid to the Company’s named executive officers as disclosed, including the Compensation Discussion & Analysis and compensation tables. Management and the Compensation Committee state their program is designed to recruit, retain, and align executive pay with long-term stockholder value through a mix of base salary, performance-based cash incentives, and equity (RSUs and PSUs), and that pay decisions incorporated independent consultant benchmarking and targeted performance metrics (revenue growth, gross profit, adjusted EBITDA) for 2025. While non-binding, the Board says it will consider the vote outcome when setting future pay; given the 98% support in 2025, management presents this as evidence of stockholder alignment with its approach. For sophisticated evaluation, key issues include the high proportion of performance-based compensation, the design of short- and long-term metrics (one-year PSUs in 2025 with a plan to lengthen over time), retention/promotional awards tied to CEO transition, and the potential dilution and governance implications of large time-based and promotion-related equity grants. Stockholders should consider whether the disclosed pay-for-performance linkages, disclosure of adjustments and retention awards, and the committee’s use of external benchmarking adequately manage agency risk and incentivize sustainable long-term value creation.