Martha Cummings
MarqetaAbout Martha Cummings
Independent Class II director at Marqeta (MQ), age 64, serving since 2021. She chairs the Nomination & Governance Committee and is a member of the Audit Committee, designated as an audit committee financial expert. Background spans senior regulatory oversight (FRBNY), bank compliance leadership (Wells Fargo), and strategic advisory (BCG). Education: BA Economics (University of Minnesota), MA International Studies (Lauder Institute, UPenn), MBA (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Consulting Group | Senior Advisor | Since 2023 | Strategic governance and transformation advisory |
| Wells Fargo Bank, N.A. | EVP, Head of Compliance, Strategy & Operations | 2018–2020 | Led compliance and operations transformation; deep regulatory/compliance expertise |
| Federal Reserve Bank of New York | SVP & Senior Supervisory Officer | 2012–2018 | Supervised financial institutions; risk identification/mitigation; regulatory oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Consulting Group | Senior Advisor | Since 2023 | Private advisory role; no public company directorships disclosed |
Board Governance
- Independence: Board determined Cummings is independent under Nasdaq standards; Audit, Compensation, and N&G committees are composed entirely of independent directors .
- Committee assignments: Audit Committee member; Nomination & Governance Committee Chair; Audit committee financial expert designation .
- Meeting cadence and engagement in 2024: Board met 13 times; Audit Committee met 13 times; Nomination & Governance Committee met 4 times. All incumbent directors attended at least 75% of Board/committee meetings .
- Executive sessions: Independent directors meet in executive session at regularly scheduled Board meetings; Board Chair presides .
- Stock ownership & risk policies: Directors expected to hold MQ stock equal to 5x annual cash retainer within five years of joining; hedging, short-selling, derivatives, margins, and pledging of MQ shares are prohibited .
- Board leadership context: Independent Chair since June 2024; Founder Jason Gardner converted Class B to Class A in May 2024 yet retains substantial voting power (approx. 40% effective voting power noted; 44.78% total voting power disclosed), relevant to governance oversight dynamics .
Fixed Compensation
FY2024 non-employee director compensation (Martha Cummings):
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned (Cash) | 55,824 | Includes Board retainer and chair/membership fees |
| RSUs (Grant-Date Fair Value) | 199,996 | Annual equity grant |
| Total | 255,820 |
Director Compensation Policy:
| Element | Cash | Equity | Notes |
|---|---|---|---|
| Annual Board Retainer | $50,000 | — | Applies to all non-employee directors |
| Initial Equity Grant | — | $400,000 RSUs | One-time upon election; vests annually over 3 years |
| Annual Equity Grant | — | $200,000 RSUs | Vests by next annual meeting/one-year anniversary |
| Board Chair Equity Retainer | — | $50,000 RSUs | In addition to cash retainer |
| Audit Committee Chair | $20,000 | — | |
| Compensation Committee Chair | $15,000 | — | |
| Nomination & Governance Committee Chair | $10,000 | — | Cummings qualifies for this chair fee |
| Payments Innovation Committee Chair | — | $50,000 RSUs |
Performance Compensation
| Director Performance Metrics | Disclosure |
|---|---|
| Performance-linked metrics for director compensation | None disclosed; MQ director equity awards are time-based RSUs (no PSUs/options for directors in policy). Cash elements fixed by role/committee assignments . |
Other Directorships & Interlocks
| Company | Exchange | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | MQ proxy lists other public boards for several directors but none for Cummings . |
Expertise & Qualifications
- Regulatory supervision and bank compliance leadership (FRBNY; WFC); risk management and transformation experience; audit committee financial expertise .
- Governance leadership as N&G Chair overseeing board composition, evaluations, and corporate responsibility practices .
- Education: BA Economics (Minnesota), MA International Studies (Lauder Institute, UPenn), MBA (Wharton) .
Equity Ownership
| Security | Quantity | Class | % of Class | Status/Notes |
|---|---|---|---|---|
| Common Shares | 19,000 | Class A | <1% | Direct ownership |
| Stock Options (exercisable ≤60 days) | 581,000 | Class B | 1.72% | Exercisable within 60 days; contributes to voting power on exercise |
| Unvested RSUs (as of 12/31/2024) | 38,387 | Class A RSUs | N/A | Outstanding/unvested director RSUs |
| Pledged/Hedged Shares | — | — | — | Prohibited by policy; no pledging/hedging allowed |
| Ownership Guidelines | — | — | — | Must reach 5x cash retainer by later of Feb 2028 or five years after joining (for Cummings, deadline is Feb 2028) |
Governance Assessment
- Effectiveness: Cummings’ dual role (Audit member and N&G Chair) strengthens oversight of financial reporting, board composition/succession, and governance practices; audit financial expert designation enhances committee depth .
- Engagement: Board/committee workload was high in 2024 (Board 13; Audit 13; N&G 4), and all incumbents met the ≥75% attendance requirement, signaling engagement and diligence .
- Alignment: Director pay structure is heavily equity-based via RSUs with robust ownership guidelines; hedging/pledging prohibitions support alignment with shareholder interests .
- Conflicts/Red Flags: No related-party transactions or conflicts disclosed for Cummings; MQ’s Audit Committee oversees related-party reviews. Notable governance context includes concentrated voting power held by Founder Jason Gardner (approx. 40% effective voting power; 44.78% total voting power), warranting continued focus on independent oversight and committee leadership balance .