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 January 26, 2023, Marqeta, Inc. (the "Company") announced the appointment of
Simon Khalaf as Chief Executive Officer and as a member of the Company's Board
of Directors (the "Board"), effective January 31, 2023. Mr. Khalaf succeeds
Jason Gardner, who has served as Chief Executive Officer of the Company since
November 2010 and will continue with the Company as Executive Chairman.
Mr. Khalaf, age 56, served as Marqeta's Chief Product Officer since July 2022,
and Interim Chief Revenue Officer since August 2022. Mr. Khalaf served as Senior
Vice President and GM of Twilio Inc. from May 2019 through June 2022 and served
as Senior Vice President and GM of Verizon from June 2017 through May 2019.
Prior to his role at Verizon, Mr. Khalaf held leadership roles at Yahoo, Novell,
and Worldtalk. Mr. Khalaf graduated from the American University of Beirut with
a B.E. in Electrical Engineering and Syracuse University with a Master of
Science in Electrical Engineering.
There are no family relationships between Mr. Khalaf and any executive officer
or director of the Company, there are no understandings or arrangements between
Mr. Khalaf and any other person pursuant to which Mr. Khalaf was appointed as
Chief Executive Officer and Mr. Khalaf has no transactions reportable under Item
404(a) of Regulation S-K.
Mr. Khalaf's initial annual base salary as Chief Executive Officer will be
$575,000 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. Khalaf will be granted Restricted Stock Units ("RSUs")
having an approximate value of $7,625,000. The RSUs will vest in quarterly
installments over approximately three years, provided Mr. Khalaf remains in
continuous service through the applicable vesting date. Additionally, Mr. Khalaf
will be granted an award of stock options having an approximate value of
$7,625,000 with an exercise price per share equal to the closing price of a
share of Class A common stock on the date of the grant. The shares subject to
the option will vest monthly over approximately three years, provided Mr. Khalaf
remains in continuous service through the applicable vesting date. The
provisions of Mr. Khalaf's RSU and stock option grants will otherwise be subject
to the provisions of the Company's standard forms and the Company's 2021 Stock
Option and Incentive Plan. The vesting of Mr. Khalaf's equity awards may
accelerate as a result of his termination without cause or resignation for good
reason in connection with a change of control of the Company, as specified in
the offer letter and 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.
Appointment of Jason Gardner as Executive Chairman
On January 26, 2023, Jason Gardner resigned as Chief Executive Officer,
effective as of January 31, 2023. The Board appointed Mr. Gardner to serve as
Executive Chairman of the Board, effective January 31, 2023. In his role as
Executive Chairman, Mr. Gardner will receive an annual base salary of $330,000
per year and will be eligible for an annual incentive bonus of 75% of his annual
base salary pursuant to the Company's existing Executive Bonus Plan.
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Item 8.01 Other events.
Appointment of Todd Pollack as Chief Revenue Officer
On January 26, 2023, the Board appointed Todd Pollack, age 48, as Chief Revenue
Officer, effective as of January 31, 2023. Prior to joining Marqeta, Mr. Pollack
was Chief Commercial Officer at Ancestry, Inc. since January 2019. Prior to
Ancestry, Mr. Pollack held several senior sales positions at Google since
joining the company in 2005. Mr. Pollack graduated from the University of
Michigan with a B.A. in English and History.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release issued by Marqeta, Inc., dated January 26, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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