Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Chief Executive Officer and Member of the Board On September 8, 2025, Marqeta, Inc.…
Marqeta makes it possible for companies to build and embed financial services into their branded experience - and unlock new ways to grow their business and delight users. The Marqeta platform puts businesses in control of building financial solutions, enabling them to turn real-time data into personalized, optimized solutions for everything from consumer loyalty to capital efficiency. With compliance and security built-in, Marqeta’s platform has been proven at scale, processing nearly $300 billion in annual payments volume in 2024. Marqeta is certified to operate in more than 40 countries worldwide and counting. Visit www.marqeta.com to learn more.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Chief Executive Officer and Member of the Board
On
September 8, 2025, Marqeta, Inc. (the “Company”) announced the appointment of Michael (Mike) Milotich as Chief Executive
Officer and as a member of the Company’s Board of Directors (the “Board”), effective September 8, 2025. Mr. Milotich
will continue to serve as Chief Financial Officer (principal financial officer and principal accounting officer) during the search for
a new Chief Financial Officer.
Mr.
Milotich, age 49, has served as our Chief Financial Officer since February 2022 and as our Interim Chief Executive Officer since February
2025. Prior to joining Marqeta, Mr. Milotich was Senior Vice President, Head of Corporate Finance and Investor Relations at Visa Inc.,
a publicly traded global financial platform company, from November 2018 to February 2022. He previously served in a number of finance
roles of increasing seniority at Visa since 2011, most recently as Senior Vice President, Head of Investors Relations from April 2018
to November 2018 and Vice President, Corporate FP&A and Business Analyst Lead from December 2014 to April 2018. Mr. Milotich holds
a Master of Business Administration in Strategy and Finance from the Stern School of Business at New York University and a Bachelor of
Arts in Business Economics from the University of California, Santa Barbara.
There
are no family relationships between Mr. Milotich and any executive officer or director of the Company, there are no understandings or
arrangements between Mr. Milotich and any other person pursuant to which Mr. Milotich was appointed as Chief Executive Officer and Mr.
Milotich has no transactions reportable under Item 404(a) of Regulation S-K.
Mr.
Milotich’s initial annual base salary as Chief Executive Officer will be $600,000 and he will be eligible for an annual incentive
bonus of 100% of his annual base salary, which currently would be governed by the Company’s existing Executive Bonus Plan. Mr.
Milotich will be granted Restricted Stock Units (“RSUs”) having an approximate value of $5.0 million that will vest in quarterly
installments over three years, provided Mr. Milotich remains in continuous service through the applicable vesting date. The provisions
of Mr. Milotich’s RSUs will otherwise be subject to the provisions of the Company’s standard forms and the Company’s
2021 Stock Option and Incentive Plan. Mr. Milotich will be eligible for severance and change in control benefits under the Company’s
Executive Severance Plan.
The
foregoing description of the offer letter does not purport to be complete and is qualified in its entirety by reference to the complete
text of the agreement, a copy of which will be included as an exhibit to the Company’s future SEC filings.
A
copy of the press release regarding these announcements is attached to this Form 8-K as Exhibit 99.1.
EX-99.1
2
ea025632401ex99-1_marqeta.htm
PRESS RELEASE ISSUED BY MARQETA, INC., DATED SEPTEMBER 8, 2025
Exhibit
99.1
Marqeta
Announces Appointment of Mike Milotich as CEO
OAKLAND,
Calif., Sept. 8, 2025 - Marqeta, Inc. (NASDAQ: MQ), the global modern card issuing platform that enables embedded finance solutions
for the world’s innovators, today announced the appointment of Mike Milotich as Chief Executive Officer and as a Director, effective
immediately. Mr. Milotich has served as Interim CEO since February 2025, in addition to his role of Chief Financial Officer.
“Since
joining Marqeta, Mike has played a key role in strengthening the Company’s operations and financial foundation, driving improved
profitability and unlocking opportunities for growth,” said Judson C. Linville, Chair of the Marqeta Board. “After completing
a thorough search, the Board determined that Mike is the right CEO for Marqeta. A highly respected executive with strong customer connections
and deep knowledge of both our business and industry, he has proven to be a talented team builder and thoughtful and steady hand while
serving as Interim CEO. With Mike at the helm, Marqeta is well-positioned to execute …