MARQETA INC CLASS A (MQ)
Sector: Financials
2026 Annual Meeting Analysis
MARQETA INC CLASS A · Meeting: June 10, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the four Class II director nominees
Ms. Atkinson joined the board in 2023 and has relevant executive HR and talent management experience; Marqeta's 3-year stock return is only 2.8 percentage points below the disclosed peer group median, well within the 35-point threshold required to trigger a vote against, so no TSR concern applies.
Ms. Cummings has served since 2021 and brings deep financial services and regulatory expertise; the company's 3-year return trails peer median by only 2.8 percentage points, far below the 35-point trigger threshold, so no TSR concern arises, and she meets attendance and independence requirements.
Mr. Linville has served since 2020 and brings decades of senior leadership in global financial services and card payments; the 3-year TSR gap versus peer median is only 2.8 percentage points, well below the 35-point trigger, and his one outside board seat (Alkami Technology) does not constitute overboarding.
Mr. Milotich joined the board in 2025 (within the past 24 months), which exempts him from the TSR trigger under policy; he brings highly relevant financial and operational expertise as CEO and former CFO, and there are no overboarding, independence, attendance, or familial relationship concerns.
All four Class II nominees receive a FOR vote. The company's 3-year stock return of approximately +2.5% falls in the 'low positive' band, which would require a gap of at least 35 percentage points below the peer group median to trigger a vote against; the actual gap is only 2.8 percentage points below peer median, so the TSR trigger does not fire for any director. Mr. Milotich is additionally protected by the 24-month new-director exemption. No overboarding, attendance, independence, or familial relationship issues were identified.
Say on Pay
✓ FORCEO
Mike Milotich
Total Comp
$11,049,523
Prior Support
98%%
The prior year Say on Pay vote received 98% shareholder support, reflecting broad approval of the compensation program. CEO total compensation of approximately $11 million is elevated given that Mr. Milotich served in dual CEO/CFO roles during a leadership transition year and received a one-time $5 million CEO promotion equity grant and a $1 million retention cash payment — these are clearly disclosed as non-recurring items tied to an extraordinary transition circumstance rather than routine pay, which provides meaningful justification for the elevated figure. The pay mix is strongly performance-oriented (93% of the CEO's target compensation was variable or performance-based), bonus metrics are financially rigorous (revenue growth, gross profit, and adjusted EBITDA), performance stock awards achieved 136.2% of target reflecting genuine operational improvement, and the company has a compliant clawback policy — overall the program structure passes all policy screens.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
2 yrs
Audit Fees
$3,845,845
Non-Audit Fees
$3,883
KPMG was engaged in March 2024, giving it only about two years of tenure — far below the 25-year threshold that would raise independence concerns. Non-audit fees of $3,883 (entirely small foreign tax filing fees) represent less than 0.1% of audit fees, well below the 50% threshold that would trigger a vote against. KPMG is a Big 4 firm appropriate for a $1.9 billion market-cap company, and no material restatements attributable to audit failure were identified.
Overall Assessment
Marqeta's 2026 annual meeting is a straightforward ballot with no significant governance concerns requiring a vote against management. All four Class II director nominees, the auditor ratification, Say on Pay, and both charter amendments receive FOR votes — the TSR trigger does not fire because Marqeta's 3-year return trails its peer group by only 2.8 percentage points (well below the 35-point threshold), KPMG is a newly engaged Big 4 auditor with negligible non-audit fees, and executive compensation is heavily performance-linked with strong prior-year shareholder endorsement.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing