Crystal Sumner
MarqetaAbout Crystal Sumner
Crystal Sumner, 41, is Marqeta’s Chief Administrative Officer (CAO) and Corporate Secretary, a role she has held since February 2024 after serving as Chief Legal Officer, General Counsel, and Corporate Secretary from February 2023 to February 2024 . Prior to Marqeta, she worked at Blend Labs, Inc. from June 2016 in roles culminating as Head of Legal, Compliance, and Risk, overseeing legal, compliance, government relations, and information security; she holds a B.A. from Texas Tech University and a J.D. from UC Berkeley School of Law . Company performance context during her tenure: Total Processing Volume rose 31% year-over-year to $291B in 2024, Net Revenue fell 25% (pricing changes with Cash App), Gross Profit increased 7%, Net Income reached $27M, and Adjusted EBITDA was $29M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marqeta | Chief Legal Officer, General Counsel & Corporate Secretary | Feb 2023–Feb 2024 | Led legal and governance functions during a period of executive transitions . |
| Blend Labs, Inc. | Head of Legal, Compliance, and Risk (and prior roles) | 2016–2023 | Oversaw legal, compliance, government relations, and information security teams . |
External Roles
- No public company directorships disclosed for Ms. Sumner in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $440,000 | $460,000 |
| Salary Earned ($) | $390,077 | $456,667 |
| Target Bonus (% of Base) | 75% | 75% |
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual Payout ($) | Vesting |
|---|---|---|---|---|
| Year-over-Year Revenue Growth | Corporate metric (no individual weighting disclosed) | 75% of base salary under Bonus Plan | $359,145 (FY2024) | Cash per plan year . |
| Gross Profit | Corporate metric (no individual weighting disclosed) | 75% of base salary under Bonus Plan | $476,000 (FY2023) | Cash per plan year . |
| Adjusted EBITDA | Corporate metric (no individual weighting disclosed) | 75% of base salary under Bonus Plan | Included in totals above | Cash per plan year . |
Notes:
- Bonus Plan payouts are driven by corporate funding factor with committee discretion ±20% for individual performance .
Equity Awards (FY2024)
| Award Type | Grant Date | Quantity/Target | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 3/15/2024 | 442,303 shares | $2,627,280 | Generally over 3 years, continued service . |
| PSUs (Award A) | 3/15/2024 | Threshold 66,345; Target 132,690; Max 265,380 shares | $788,179 | One-year performance; 1/3 vests after certification, remaining 2/3 vests quarterly over next 2 years . |
| PSUs (Award B) | 3/15/2024 | Threshold 28,434; Target 56,868; Max 113,736 shares | $337,796 | One-year performance; 1/3 vests after certification, remaining 2/3 vests quarterly over next 2 years . |
| FY2024 Target Mix | — | $4,000,000 total; $2,800,000 RSUs (70%); $1,200,000 PSUs (30%) | — | PSU metrics: Gross Profit (70%), Adjusted EBITDA (30%) with 0–200% payout curves . |
Stock Vested (FY2024)
| Metric | 2024 |
|---|---|
| RSUs Vested (#) | 301,804 |
| Value Realized ($) | $1,626,707 |
| Shares Withheld/Sold for Taxes (#) | 142,658 |
Equity Ownership & Alignment
| Category | Amount |
|---|---|
| Total Beneficial Ownership (Class A) | 800,084 shares (less than 1%) |
| Direct/Other Class A Ownership | 219,273 shares |
| Options (Exercisable within 60 days) | 499,596 Class A shares |
| RSUs (vesting within 60 days) | 64,176 Class A shares |
| PSUs (vesting within 60 days) | 17,039 Class A shares |
| Stock Ownership Guidelines | Other executives: 1.5x base salary; compliance by Feb 2028 or 5 years from hire/promotion; excludes unexercised options and unvested RSUs/PSUs; must hold 50% of after-tax vested shares until compliant . |
| Hedging/Pledging | Prohibited (no derivatives, short selling, margin purchases, or pledging) . |
| Rule 10b5-1 Plans | Permitted under policy with constraints . |
Employment Terms
- Offer letters provide at-will employment, set base salary/bonus/equity eligibility; subject to proprietary information and inventions agreements .
- Executive Severance Plan (non-CEO): lump sum severance equal to nine months of base salary, 75% of annual target bonus, and up to nine months COBRA; CEO receives 12 months salary and 100% of target bonus and 12 months COBRA .
- Change-in-Control (double-trigger): full acceleration of unvested equity; performance awards treated per award agreements; 280G cutback applies if it increases net after-tax benefits; no excise tax gross-ups .
- Retention Award (2025 CEO transition): Ms. Sumner received $1,600,000 consisting of $600,000 cash payable upon the earlier of new CEO appointment or 12 months after Interim CEO appointment, and $1,000,000 in RSUs vesting on the 6-month anniversary of the new CEO appointment (or upon a qualifying termination post-appointment, subject to release) .
Termination & CIC Economics (Estimated Values)
| Scenario | Salary Severance ($) | Bonus Severance ($) | COBRA ($) | Accelerated Vesting Value ($) |
|---|---|---|---|---|
| Termination without Cause / Good Reason | 342,500 | 258,750 | 28,557 | — |
| In Connection with Change in Control | — | — | — | 2,907,510 |
Compensation Structure Analysis
- Base salary increased 4.5% in 2024 to $460,000 to align with market levels .
- Program shifted from stock options to a mix of RSUs and PSUs starting FY2024; no off-cycle special equity grants; no accelerated equity upon termination in 2024 .
- PSUs introduced with one-year performance, measured on Gross Profit (70%) and Adjusted EBITDA (30%), then multi-year vesting to balance execution and retention .
- Compensation peer group (e.g., Shift4, SoFi, Payoneer, Paylocity, BILL, Confluent, Smartsheet, etc.); committee does not target a specific percentile; Compensia engaged as independent consultant .
Say-on-Pay & Governance Practices
- Company holds annual advisory say-on-pay votes; Board recommends “FOR” .
- Practices include alignment of pay with performance, significant equity-based compensation, prohibition on hedging/pledging, and no tax gross-ups on CIC payments .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives and PSUs tied to core drivers (Revenue Growth, Gross Profit, Adjusted EBITDA) reinforce linkage to operating outcomes and margin discipline .
- Retention risk mitigated: A targeted $1.6M retention package tied to CEO transition suggests the board actively managed continuity; RSU structure and multi-year vesting further support retention .
- Insider selling pressure: 301,804 RSUs vested in 2024 with 142,658 shares withheld/sold to cover taxes; while hedging/pledging prohibitions and 10b5-1 plan governance reduce misalignment, periodic vesting can create supply overhangs .
- Alignment and downside protections: Ownership guidelines require material shareholding over time; CIC double-trigger acceleration exists but with 280G cutback and no gross-ups, which is more shareholder-friendly than historical norms .