Jason Gardner
MarqetaAbout Jason Gardner
Jason Gardner, age 55, is Marqeta’s Founder and a Class I director nominee; he served as CEO (2010–2023) and Executive Chair (2023–June 2024) before transitioning to a non‑employee director on June 13, 2024. He chairs the Payments Innovation Committee and is not classified as independent under Nasdaq rules; he holds a BA in Political Science from Arizona State University. As part of his June 2024 transition, he voluntarily converted 17.71 million Class B shares to Class A, yet retains significant voting influence via remaining Class B holdings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marqeta, Inc. | Founder & CEO | 2010–2023 | Built modern card issuing platform; strategic leadership in payments innovation |
| Marqeta, Inc. | Executive Chair | 2023–June 2024 | Oversight through transformation; transitioned to non‑employee director in June 2024 |
| Marqeta, Inc. | Director (Class I nominee) | 2010–present | Chairs Payments Innovation Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company boards disclosed (Other Public Company Boards: 0) |
Board Governance
- Committee assignments: Payments Innovation Committee (Chair); PIC members: Gardner, Alpesh Chokshi, Wendy Thomas; committee met 2 times in 2024 .
- Independence: Not listed among directors determined “independent” by the Board (Gardner is Founder and former Executive Chair) .
- Attendance and engagement: Board held 13 meetings in 2024; each incumbent director attended ≥75% of Board/committee meetings; independent directors meet in executive session regularly .
- Board leadership: Independent Chair (Jud Linville) since June 2024, following Gardner’s transition from Executive Chair; Board reducing size to nine members post‑2025 meeting .
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 5× annual cash retainer within five years; company prohibits hedging, short sales, margin purchases, and pledging of shares .
Fixed Compensation
| Element | Amount | Vesting/Terms |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Cash; standard for non‑employee directors |
| Initial Equity Grant (upon election) | $400,000 RSUs | Vests in 3 equal annual installments from grant date anniversary |
| Annual Equity Grant | $200,000 RSUs | Vests in full on earlier of next annual meeting or 1‑year anniversary |
| Payments Innovation Committee Chair Retainer | $50,000 cash | Annual committee chair fee |
| Board Chair Equity Retainer | $50,000 RSUs | Applicable to independent Board Chair; same terms as Annual Grant |
Fiscal Year 2024 actuals (Jason Gardner):
| Name | Fees Earned or Paid in Cash ($) | RSUs ($) | Total ($) |
|---|---|---|---|
| Jason Gardner | 49,477 | — | 49,477 |
| Notes | Gardner became non‑employee director on June 13, 2024; amounts reflect prorated period | — | — |
| Citations |
Performance Compensation
| Component | Metrics | Design | Applicability to Non‑Employee Directors |
|---|---|---|---|
| Annual Director RSUs | Service‑based | Initial and annual RSUs vest per time‑based schedules; full acceleration upon “sale event” under 2021 Plan | No performance metrics tied; time‑based only |
| Cash in lieu of equity (election available) | Stock ownership guideline compliance (5 years’ service, meet ownership guideline) | May elect cash equivalent of Annual/Chairperson Grants; vest/pay on earlier of 1‑year anniversary or next annual meeting | Available to qualifying directors |
Marqeta discloses performance‑based metrics and PSUs for executives (NEOs), not directors; director compensation is primarily cash and time‑based RSUs .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Gardner |
| Compensation Committee interlocks | Company discloses no interlocks among current Comp Committee members; none are or were officers/employees of Marqeta |
Expertise & Qualifications
- Founder of Marqeta with deep payments innovation and entrepreneurial experience; provides strategic planning, market analysis, and stakeholder management expertise to the Board .
- Education: BA, Political Science (Arizona State University) .
- Committee leadership in technology/innovation oversight, including evaluation of fintech trends and IP risks via the Payments Innovation Committee .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Total Voting Power % |
|---|---|---|---|---|---|
| Jason Gardner (beneficial) | 17,649,000 | 4.04% | 33,801,083 | 94.59% | 44.78% |
| Citations |
Ownership structure and instruments:
- Breakdown includes direct holdings, spouse holdings, Gardner 2008 Living Trust, children’s trusts (independent trustee), and options; options exercisable within 60 days: 2,438,530 Class B shares .
- Voluntary conversion: 17.71 million Class B shares converted to Class A in May 2024; effective voting power approximately 40% as of May 6, 2024 (pre‑record date table shows 44.78%) .
- Policy: No pledging or hedging permitted; robust ownership guidelines for directors and officers (Gardner’s holdings exceed guidelines) .
Related Party & Conflicts Review
- Related‑party transactions policy requires Audit Committee review/approval; any interested director must recuse from discussion/vote .
- Aside from disclosed engagements (e.g., legal services with Keker, Van Nest & Peters LLP due to an executive officer’s spouse), Marqeta reports no transactions over $120,000 with related persons since January 1, 2024; none are attributed to Gardner .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay passed with 95% support, up ~10% from 2023, with subsequent design changes emphasizing PSUs and elimination of options for NEOs; advisory votes remain annual per 2023 frequency approval .
Governance Assessment
- Strengths: Independent Board Chair; majority independent Board; formal prohibitions on pledging/hedging; clear director ownership guidelines; regular executive sessions; committee risk oversight (including AI/cyber) .
- Concerns/RED FLAGS:
- Dual‑class equity and concentrated voting control: Gardner’s beneficial voting power (~40–45%) may influence outcomes despite independent Chair and committees .
- Independence: Gardner is not independent (Founder and former Executive Chair), which can present perceived conflicts despite his transition and committee structure .
- Attendance: All incumbent directors met ≥75% attendance threshold; Board met 13 times in 2024; PIC met 2 times, supporting engagement .
Overall signal: Significant founder ownership and voting control is a persistent governance consideration; mitigations include an independent Chair, high Board independence, and strong policies against pledging/hedging and for ownership alignment .