Mike Milotich
MarqetaAbout Mike Milotich
Marqeta’s Interim Chief Executive Officer and Chief Financial Officer. Age 48. Tenure: CFO since Feb 2022; appointed Interim CEO in Feb 2025 while retaining CFO responsibilities . Education: MBA in Strategy and Finance (NYU Stern), BA in Business Economics (UC Santa Barbara) . 2024 operating context: Total Processing Volume +31% YoY to $291B; Net Revenue -25% (Cash App contract/pricing and presentation change), Gross Profit +7% to 69% margin; Net Income improved to $27M (helped by $145M SBC reversal); Adjusted EBITDA rose to $29M from a loss, +$31M YoY . Marqeta notes TSR underperformed the peer group in 2024 despite improvements in gross profit and earnings; compensation actually paid to NEOs was negative due to share price declines .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Visa Inc. | SVP, Head of Corporate Finance and Investor Relations | 2018–2022 | Led corporate finance and IR at a global payments platform; prior roles since 2011 included VP Corporate FP&A and IR leadership . |
External Roles
- No public company directorships or external board roles disclosed in the proxy for Mr. Milotich .
Fixed Compensation
- Base salary (2024): $490,000; increased from $475,000 in 2023 (+3.2%) .
- Target bonus: 75% of base salary (unchanged YoY for 2024) .
- 2025 Interim CEO package: base salary $550,000; target bonus remains 75% of salary (prorated for interim period) .
- 2024 non-equity incentive earned: $309,068 (84.1% of target after committee downward adjustment) .
Multi-year compensation (NEO SCT totals):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 292,179 | 475,000 | 487,500 |
| Bonus ($) | 100,000 (sign-on) | — | — |
| Stock Awards ($) | 7,999,994 | 1,160,202 | 5,066,891 |
| Option Awards ($) | 7,997,367 | 1,499,101 | — |
| Non-Equity Incentive ($) | 413,000 | 428,000 | 309,068 |
| All Other Comp ($) | 17,001 | 14,303 | 18,010 |
| Total ($) | 16,819,541 | 3,576,606 | 5,881,469 |
Performance Compensation
Annual cash incentive (ACI) design and 2024 outcomes:
- 2024 metrics and weights: Revenue Growth (15%), Gross Profit (35%), Adjusted EBITDA (35%), Discretion (15%) .
- Corporate funding result: 104.1% of target; discretion paid 0% to reflect shareholder experience; individual downward adjustment applied to Milotich yielding 84.1% payout of target .
- 2025 plan changes: metrics revised to Gross Profit 50%, Adjusted EBITDA 30%, Revenue 20%; discretion eliminated .
PSUs and RSUs:
- 2024 long-term mix for NEOs: 70% RSUs / 30% PSUs; options discontinued beginning FY2024 .
- PSU performance framework (2024): 1-year performance period; Gross Profit (70%) with 50–200% payout band; Adjusted EBITDA (30%) with 50–200% payout band; if Adjusted EBITDA below threshold, Gross Profit payout capped at target; linear interpolation between points .
- 2024 PSU achievement: weighted vesting at 107.88%; Milotich’s PSUs earned 276,049 vs target 255,903 .
- Vesting: RSUs generally over 3 years; earned PSUs 1/3 at certification, remaining 2/3 quarterly over next 2 years .
2024 individual awards:
| Type | Grant details | Quantity/Value | Vesting |
|---|---|---|---|
| RSUs | Mar 15, 2024 grant; value $3,546,827 | 597,109 units | 1/12 quarterly over 3 years (6) |
| PSUs | Mar 15, 2024 grant (two tranches) | Targets: 179,132 and 76,771; totals target 255,903; actual earned 276,049 at 107.88% | Earned: 1/3 at certification; 1/12 quarterly thereafter (8) |
2025 retention award (Interim CEO):
- One-time $2,000,000: 50% cash at earlier of 12 months post-appointment or upon new CEO appointment (requires service through that date); 50% RSUs vest 6 months post new CEO appointment; RSUs fully accelerate if terminated without cause after appointment, subject to release .
Equity Ownership & Alignment
- Beneficial ownership (as of Apr 21, 2025): 2,392,948 Class A shares beneficially owned; comprised of 601,889 owned shares, 1,640,466 options exercisable within 60 days, 127,590 RSUs vesting within 60 days, 23,003 PSUs vesting within 60 days; less than 1% of Class A outstanding .
- Outstanding awards at 12/31/2024 include RSUs (447,832 from 2024 grant; plus prior grants) and PSUs (179,132 and 76,771 targets from 2024 grant), and multiple option grants with exercise prices $4.07–$9.84 .
- Underwater options: all unvested options for NEOs had $0 intrinsic value at FY2024 year-end, reducing near-term exercise-driven selling pressure .
- Stock ownership guidelines: CEO 5x salary; other executives 1.5x salary; compliance by Feb 2028 or 5 years from hire/promotion; unvested RSUs/PSUs and unexercised options excluded; must retain 50% of net shares until compliant; hedging and pledging prohibited .
- Rule 10b5-1 plans: permitted under policy and used by officers/directors with required conditions .
Employment Terms
- Employment: at-will; offer letter sets salary/bonus/equity eligibility; subject to proprietary information/inventions agreements .
- Executive Severance Plan (non-CIC): for non-CEO executives, 9 months base salary, 75% of target bonus, up to 9 months COBRA; CEO receives 12 months base, 100% of target bonus, 12 months COBRA; release required .
- CIC provisions (double-trigger): if qualifying termination within 3 months before to 12 months after change in control, 100% acceleration of unvested equity (performance awards per agreement mechanics); 280G cutback if beneficial .
- Estimated severance economics (Milotich): $365,625 salary severance; $275,625 bonus severance; $28,557 health; $4,142,064 value of accelerated vesting in CIC-related qualifying termination .
- Clawback: Dodd-Frank–compliant Compensation Recovery Policy adopted Aug 2023 .
Board Service and Governance
- Board service: Mr. Milotich is disclosed as an executive officer (Interim CEO and CFO) and is not listed among directors or nominees as of the April 21, 2025 record date; no committee roles disclosed for him .
- Dual-role implications: He serves simultaneously as Interim CEO and CFO; governance mitigants include an independent Chair (Jud Linville), 91% independent board, and fully independent Audit, Compensation, and Nominating committees; executive sessions of independent directors held regularly; hedging/pledging prohibited .
Performance & Track Record
- 2024 performance context: TPV +31% to $291B; Net Revenue -25% (pricing/presentation impacts from Cash App renewal); Gross Profit +$22M (+7%) with 69% margin; Net Income improved to $27M; Adjusted EBITDA +$31M to +$29M .
- Say-on-pay: 95% approval at 2024 annual meeting (up 10 pts vs 2023), indicating investor support for compensation program changes (introduction of PSUs, elimination of options for NEOs) .
- TSR: Company stated TSR underperformed peer group during 2024; compensation actually paid to PEO and non-PEO NEOs was negative due to stock decline .
Compensation Committee and Peer Group
- Compensation Committee (independent): Chair Najuma Atkinson; members Alpesh Chokshi, Jud Linville, Kiran Prasad; uses Compensia as independent consultant; annual risk assessment conducted .
- 2024 peer group (selected fintech/internet/software firms, revenue 0.5x–2.5x, cap 0.3x–3.0x): ACI Worldwide, Affirm, Alteryx, AppFolio, BILL, BlackLine, Confluent, Elastic, Five9, Guidewire, LendingClub, PagerDuty, Paylocity, Paymentus, Payoneer, Q2, Shift4, Smartsheet, SoFi, Zuora .
Director Compensation (context)
- Not applicable to Mr. Milotich (not a director). Non-employee director compensation policy summarized for board context: $50k cash retainer; $200k annual RSU; $400k initial RSU; chair premiums; accelerated vesting upon “sale event” .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment risk) .
- No CIC tax gross-ups; severance plan standardized and conditioned on release .
- Underwater options at year-end (reduced immediate exercise incentives) .
- 2023 material weaknesses remediated/transitioned auditors in 2024; Audit Committee oversight active (KPMG engaged for 2024) .
Detailed Tables
2024 ACI metrics and funding:
| Metric | Weight | Target | Actual | Attainment | Funding |
|---|---|---|---|---|---|
| YoY Revenue Growth ($M) | 15% | 515.7 | 507.0 | 98% | 104.1% overall corporate factor |
| Gross Profit ($M) | 35% | 354.3 | 352.6 | 99.3% | — |
| Adjusted EBITDA ($M) | 35% | 32.5 | 50.7 | 156% | — |
| Discretion | 15% | N/A | 0 | 0% | — |
2024 PSU performance:
| Measure | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout |
|---|---|---|---|---|---|---|
| Gross Profit | 70% | $265.5M | $354.0M | $531.0M | $351.849M | 98.78% |
| Adjusted EBITDA | 30% | -$30.0M | $0 | $100.0M | $29.093M | 129.093% |
| Weighted Average | — | — | — | — | — | 107.88% |
Beneficial ownership (as of 4/21/2025):
| Holder | Class A Shares | Notes |
|---|---|---|
| Mike Milotich | 2,392,948 | Includes 601,889 owned, 1,640,466 options exercisable <60d, 127,590 RSUs and 23,003 PSUs vesting <60d; <1% of Class A . |
Outstanding equity snapshot (12/31/2024):
| Award | Quantity/Terms |
|---|---|
| RSUs | 447,832 from 2024 grant outstanding (plus prior RSUs) . |
| PSUs (2024 targets) | 179,132 and 76,771; earned 276,049 at 107.88% . |
| Options | Multiple tranches exercisable/unexercisable at $4.07–$9.84; unvested options had $0 intrinsic value at FY-end . |
Investment Implications
- Alignment: 2024 compensation tightened pay-for-performance with PSUs tied to Gross Profit and Adjusted EBITDA (no options), strong stock ownership guidelines, and prohibitions on hedging/pledging—favorable for long-term alignment; 95% say-on-pay in 2024 reinforces investor acceptance .
- Near-term selling pressure: Majority of equity in RSUs/PSUs with staged vesting; options underwater at FY-end; beneficial ownership includes sizable options but less incentive to exercise; 10b5-1 use permitted but hedging/pledging barred—net moderate selling pressure risk tied mainly to scheduled RSU/PSU deliveries and tax withholdings .
- Retention: Interim CEO retention package ($2M split cash/RSUs with service conditions) and standardized severance/CIC protection reduce near-term departure risk during CEO transition; double-trigger CIC acceleration standard for the sector .
- Dual-hat risk: Interim CEO and CFO roles concentrate authority; mitigated by independent chair, highly independent board, and fully independent committees with frequent executive sessions .
- Execution signals: 2024 showed improving profitability metrics (Gross Profit, Adjusted EBITDA) amid revenue presentation/pricing headwinds; PSU payout >100% reflects operational progress, but company acknowledges TSR underperformance—equity value realization remains dependent on sustaining margin improvement and growth re-acceleration .