Alpesh Chokshi

About Alpesh Chokshi

Alpesh Chokshi (age 61) is an independent Class III director of Marqeta (MQ), appointed in 2024, serving on the Compensation, Nomination & Governance, and Payments Innovation committees. His background spans senior roles at Citigroup (Global Head of BD & Strategy for Personal Banking & Wealth), Visa (Head of National Accounts), and American Express (from Chief Strategy Officer to President of Global Payment Options); he holds BS degrees in Electrical Engineering and Economics (University of Pennsylvania) and an MBA from Wharton .

Past Roles

External Roles

Board Governance

• Independence and tenure: The Board determined Mr. Chokshi is independent under Nasdaq rules; director since 2024 .
• Committee assignments and meeting cadence (FY2024):
  • Compensation Committee (member; Chair: Najuma Atkinson) – 5 meetings
  • Nomination & Governance Committee (member; Chair: Martha Cummings) – 4 meetings
  • Payments Innovation Committee (member; Chair: Jason Gardner) – 2 meetings
• Attendance: Each incumbent director attended at least 75% of Board/committee meetings during the period served in 2024 .
• Executive sessions and board leadership: Independent Board Chair (Jud Linville) presides over executive sessions without management .
• Formation of Payments Innovation Committee (PIC): Established June 2024; initial members were Jason Gardner and Simon Khalaf, with Chokshi to join upon election; PIC provides oversight of innovation/technology and IP risks .

Fixed Compensation

• Non-employee director compensation policy (effective during FY2024–2025):
  • Annual Board cash retainer: $50,000
  • Initial equity grant (one-time RSU): $400,000 (vests over 3 years)
  • Annual equity grant (RSU): $200,000 (vests at the earlier of 1 year or next AGM)
  • Chair retainers (cash): Audit $20,000; Compensation $15,000; Nomination & Governance $10,000; Payments Innovation $50,000
  • Independent Chair additional equity retainer: $50,000 RSU (same vest as annual)
  • Option to elect cash in lieu of equity for Annual/Chair grants if 5-year tenure and stock ownership guidelines met
• FY2024 actual director compensation (Chokshi):

  Component	Amount ($)
  Fees Earned or Paid in Cash	27,473
  RSUs (grant date fair value)	399,998
  Total	427,470

Performance Compensation

• Director equity structure is time-based, not performance-based. Initial RSUs vest in three equal annual installments; Annual RSUs vest at the earlier of one year or next AGM. No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director compensation .

Other Directorships & Interlocks

• Other public boards: None listed for Chokshi in MQ’s proxy .
• Compensation Committee interlocks: None; no MQ executive serves on another company’s board/comp committee with reciprocal overlap .

Expertise & Qualifications

• Technical and financial services expertise across consumer payments, issuer partnerships, and strategy/M&A (AmEx, Visa, Citi), aligned with MQ’s business and PIC oversight remit .
• Education: BS Electrical Engineering; BS Economics (University of Pennsylvania); MBA (Wharton) .

Equity Ownership

• Beneficial ownership (as of April 21, 2025): 25,593 shares of Class A common stock; less than 1% of class .
• Unvested/outstanding equity (as of Dec 31, 2024): 76,775 unvested RSUs; no options for Chokshi listed among directors with outstanding options .
• Ownership alignment policies:
  • Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer within 5 years (later of Feb 2028 or fifth anniversary of joining); holdings exclude unvested RSUs/PSUs .
  • Prohibition on hedging, short sales, margin, and pledging for directors/officers .

Insider Trades (Form 3/4) – Reported Activity

Note: “M-Exempt” typically reflects exempt transactions (e.g., RSU vesting/settlement); quantities and post-transaction balances shown as reported in filings .

Governance Assessment

• Independence and engagement: Independent director serving on three key committees (Compensation; Nomination & Governance; Payments Innovation), indicating active involvement in executive pay, board composition/succession, and product/technology oversight .
• Attendance: MQ reports each incumbent director met at least 75% attendance in 2024; committee cadence suggests regular participation opportunities (Comp 5, NGC 4, PIC 2) .
• Ownership alignment: Director ownership guidelines (5x retainer within 5 years), prohibition on hedging/pledging, and mandatory holding until compliant support long-term alignment; Chokshi beneficially owned 25,593 shares as of 4/21/25 and held 76,775 unvested RSUs as of year-end 2024, with no options reported .
• Compensation structure quality: Director equity awards are time-based (no performance metrics), with clear vesting and well-defined chair retainer policy; option to take cash in lieu of equity only for seasoned directors who meet ownership guidelines reduces misalignment risk .
• Conflicts/related parties: No related-person transactions involving Chokshi are disclosed; the only 2024 related-party item involved outside legal services tied to an executive’s spouse; compensation committee interlocks are absent .
• Shareholder sentiment (context): 2024 Say-on-Pay received 95% support, indicating broad investor backing of MQ’s pay practices (though directed at executives, it reflects broader governance acceptance) .

RED FLAGS

• None observed specific to Chokshi: no disclosed related-party transactions, no hedging/pledging permitted, no delinquent Section 16 filings reported for directors in 2024 .

Committee Reference (FY2024)

All data sourced from Marqeta’s 2025 DEF 14A unless otherwise noted; specific citations: independence/attendance/meetings ; committee compositions/chairs ; director profile and background ; director compensation policy and 2024 amounts ; unvested RSUs/options ; beneficial ownership ; related-party transactions ; insider trading, hedging/pledging prohibitions and stock ownership guidelines ; Say-on-Pay result . Additional corroboration: PIC formation and committee composition page . Insider transaction details from Form 3/4 filings as linked above.