Mark Graf

About R. Mark Graf

Independent director at Marqeta (MQ), age 60, appointed July 19, 2024; serves as Audit Committee Chair and is designated an audit committee financial expert. Former CFO and Chief Accounting Officer at Discover Financial Services, bringing >30 years of treasury, accounting, capital analysis, and risk management experience; BS in Economics from the Wharton School. Independence affirmed by the Board; he is one of ten independent directors as of April 21, 2025 .

Past Roles

External Roles

Appointment to Marqeta Board disclosed via company investor relations on July 19, 2024 .

Board Governance

• Committees: Audit Committee (Chair); designated Audit Committee financial expert .
• Board independence: 10 of 11 directors independent; all Audit, Compensation, and Nominating & Governance committees composed solely of independent directors .
• Meetings and engagement: Board met 13 times in 2024; Audit Committee met 13 times (Graf as Chair). The company states each incumbent director attended at least 75% of Board and committee meetings in 2024 .
• Risk oversight: Audit Committee oversight includes platform operations, revenue concentration, bank relationships, reconciliation of funds, performance/reliability, AI, and cybersecurity risks .
• Executive sessions: Independent directors regularly meet in executive session; independent Chair presides .

Fixed Compensation

• Director Compensation Policy:
  • Annual cash retainer: $50,000 .
  • Audit Committee Chair cash retainer: $20,000 .
  • Initial RSU grant upon election: $400,000 (vests in 3 equal annual installments) .
  • Annual RSU grant: $200,000 (vests in full by next annual meeting or first anniversary) .
  • Chair of the Board: supplemental $50,000 RSU retainer (not applicable to Graf) .

RSU vesting terms and director grant mechanics per policy above .

Performance Compensation

• Non-employee director pay is not performance-conditioned; directors receive time-based RSUs. No director bonuses, PSUs, or options were granted to Graf in 2024 .

Other Directorships & Interlocks

• External public boards: Harmony Biosciences (HRMY), Signet Jewelers (SIG) .
• Compensation Committee interlocks: None; the proxy states no interlocks/insider participation across entities in the past year .
• Related-party transactions: No transactions involving Graf disclosed; the proxy lists a legal services relationship tied to another executive’s spouse, not Graf .

Expertise & Qualifications

• Financial expertise: Board-designated Audit Committee financial expert; deep experience in capital analysis, consumer credit, and financial management .
• Risk management: Experience enables oversight of enterprise risks including AI and cybersecurity (within Audit Committee remit) .
• Education: BS in Economics, Wharton School, University of Pennsylvania .

Equity Ownership

• Beneficial ownership as of April 21, 2025: no Class A or B shares reported (no RSUs/options vesting within 60 days of the record date) .
• Unvested RSUs: 77,369 as of December 31, 2024 (vest on schedule beyond 60 days) .
• Options: None disclosed for Graf as of December 31, 2024 (several other directors hold options; Graf not listed among option holders) .

• Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer within the later of February 2028 or five years from joining the Board (Graf’s deadline would be July 2029 under this framework). Hedging, short sales, margin, and pledging are prohibited .

Insider Trades

Company IR announced Graf’s Board appointment on July 19, 2024 .

Governance Assessment

• Strengths:

  • Independent Audit Chair with CFO/CAO credentials; designated financial expert, aligning with robust audit oversight needs .
  • High committee activity (13 Audit meetings) and explicit risk oversight mandate (including AI/cyber), signaling strong engagement .
  • Director pay structure emphasizes equity alignment (initial $400k RSUs; annual $200k RSUs) and mandatory ownership guidelines; hedging/pledging prohibited .

• Watch items / potential red flags:

  • Limited current beneficial ownership reported for Graf as of April 21, 2025 (no shares/awards vesting within 60 days), though unvested RSUs exist; monitor progress toward 5x retainer ownership guideline by July 2029 .
  • Company-level internal control material weaknesses identified in 2023 (business combination accounting and IT general controls) and auditor transition from EY to KPMG in 2024; continued Audit Committee oversight is critical to remediation and stability .
  • Concentrated voting power: Founder Jason Gardner’s effective voting power ~40% post Class B to Class A conversion in May 2024, which can constrain minority shareholder influence despite independent board leadership .

Director Compensation Details (Context for Alignment)

Say-on-Pay & Shareholder Feedback (Company context)

• 2024 Say-on-Pay approval: 95% support; compensation program changes included introduction of PSUs for executives, elimination of stock options for NEOs, and no off-cycle grants .

RED FLAGS

• Prior material weaknesses in ICFR (2023) requiring heightened audit oversight and remediation tracking .
• Founder’s significant voting power despite conversion could be governance risk if not balanced by independent oversight .
• No personal beneficial share ownership reported for Graf as of the 2025 record date; monitor ownership guideline compliance trajectory .

No related-party transactions or compensation committee interlocks involving Graf disclosed; Section 16(a) filings were timely for officers and directors in 2024 .