Todd Pollak
MarqetaAbout Todd Pollak
Todd Pollak, 50, is Marqeta’s Chief Revenue Officer (CRO) and has served in this role since January 2023; he holds a B.A. in English and History from the University of Michigan . During his tenure, Marqeta’s FY2024 operating metrics showed: Total Processing Volume up 31% to $291B, Net Revenue down 25% (pricing changes and presentation), Gross Profit up 7% to $352.6M, Net Income improved to $27M, and Adjusted EBITDA of $29M (a $31M YoY improvement) . FY2024 PSUs vested at a weighted 107.88% (driven by Gross Profit and Adjusted EBITDA goals), while the company disclosed TSR underperformed its peer group and compensation actually paid trended negative due to stock price declines, reinforcing pay-for-performance sensitivity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ancestry, Inc. | Chief Commercial Officer | 2019–2023 | Led commercial strategy for a scaled consumer platform; deep focus on revenue and growth execution |
| Senior sales leadership roles | 2005–2019 | Built and scaled enterprise sales; brings large-platform go-to-market experience to Marqeta |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 (as disclosed) |
|---|---|---|---|
| Base Salary ($) | $400,000 | $440,000 (10% increase) | No annual base salary adjustments for NEOs (implies $440,000) |
| Target Bonus/Commission | Commission plan at 100% of base (new hire paid at target) | CRO Commission Plan at 100% of base | CRO Commission Plan (structure unchanged; corporate mix reweighted for Bonus Plan but Pollak remains on commission) |
| Actual Bonus/Commission ($) | $400,000 | $425,000 (96.6% of target) | — |
Performance Compensation
Annual CRO Commission Plan (FY2024)
| Metric | Weighting | Target | Actual | Payout (% of Target) |
|---|---|---|---|---|
| New bookings and expansion | 50% | Not disclosed | Not disclosed | 96.6% overall commission payout |
| In-year customer gross profit | 50% | Not disclosed | Not disclosed | 96.6% overall commission payout |
FY2024 PSU Program (Company-level; Pollak participates)
| Metric | Weighting | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) | Actual | Achievement |
|---|---|---|---|---|---|---|
| Gross Profit | 70% | $265.5M | $354.0M | $531.0M | $351.849M | 98.78% |
| Adjusted EBITDA | 30% | $(30.0)M | — | $100.0M | $29.093M | 129.093% |
| Weighted Average | — | — | — | — | — | 107.88% |
FY2024 Equity Grants (granted March 15, 2024; vesting schedules below)
| Instrument | Target Value | Shares/Units | Vesting Schedule |
|---|---|---|---|
| RSUs | $2,450,000 | 387,015 RSUs | 1/12th quarterly over 3 years (time-based) |
| PSUs (Tranche A) | $689,658 grant-date fair value | Target 116,104; threshold 58,052; max 232,208 | One-third at certification; remainder quarterly over 2 years |
| PSUs (Tranche B) | $295,568 grant-date fair value | Target 49,759; threshold 24,880; max 99,518 | One-third at certification; remainder quarterly over 2 years |
Design shift: Beginning FY2024, NEO long-term awards moved from options to RSUs+PSUs; all unvested options were underwater at FY2024 year-end (zero intrinsic value), sharpening pay-for-performance alignment .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (Class A) | 1,514,984 shares; includes 952,661 options exercisable within 60 days, 133,597 RSUs vesting within 60 days, and 14,909 PSUs vesting within 60 days |
| Ownership as % of Class A outstanding | <1% |
| RSUs vested in FY2024 | 409,076 shares; value realized $2,150,427; ~183,445 shares withheld/sold for taxes (value $938,980) |
| Options status at FY2024 YE | Unvested options across NEOs were underwater (intrinsic value $0) |
- Stock ownership guidelines: CEO 5x salary; other NEOs (incl. CRO) 1.5x salary; compliance by February 2028 or within 5 years of hire/promotions; unvested RSUs/PSUs and unexercised options do not count toward compliance .
- Hedging/pledging prohibited; short sales and derivatives banned; margin purchases and pledging disallowed under Insider Trading Policy .
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At-will; offer letter governs initial comp; subject to proprietary information and inventions agreement |
| Severance (no CIC) | Lump sum of 9 months base salary ($325,000), 75% of annual target bonus ($330,000), and up to 9 months COBRA ($28,557) upon termination without cause or resignation for good reason |
| Change-in-control (CIC) | If terminated without cause or resigns for good reason within 3 months before to 12 months after CIC: full acceleration of unvested equity; performance awards deemed satisfied per award agreements; 280G cutback if beneficial |
| Retention (2025) | $1,600,000: $600,000 cash payable upon appointment of a new CEO or 12 months after Interim CEO appointment; $1,000,000 RSUs vest 6 months post CEO appointment (or if terminated without cause after appointment, vest at termination upon release) |
| Clawback | Compensation Recovery Policy adopted August 2023 (Dodd-Frank compliant; Nasdaq rules) |
| Pledging/Hedging | Prohibited (see above) |
Compensation Structure Notes
- FY2024 cash incentives for NEOs were funded at 104.1% of target based on revenue, gross profit, and Adjusted EBITDA; discretionary metric paid 0% to align with stockholder experience; Pollak’s commission payout was 96.6% with no discretion applied .
- FY2024 NEO equity mix targeted 70% RSUs / 30% PSUs; PSUs used Gross Profit (70%) and Adjusted EBITDA (30%), with linear interpolation between thresholds and maximums; Committee intends to move to longer PSU performance periods over time .
- 2024 Say-on-Pay approval was 95% (up 10% YoY), signaling investor support for program changes (shift to PSUs, no off-cycle grants, no accelerated equity upon termination) .
Compensation Governance and Peer Benchmarking
- Compensation Committee: Najuma Atkinson (Chair), Alpesh Chokshi, Jud Linville, Kiran Prasad; independent consultant Compensia supports market analyses and program design .
- FY2024 peer group included payments/fintech/software names: ACI Worldwide, Affirm, Alteryx, AppFolio, BILL, Blackline, Confluent, Elastic, Five9, Guidewire, LendingClub, PagerDuty, Paylocity, Paymentus, Payoneer, Q2 Holdings, Shift4, Smartsheet, SoFi, Zuora .
Investment Implications
- Alignment: Transition to RSUs+PSUs and FY2024 PSU achievement (107.88%) tied to Gross Profit and Adjusted EBITDA indicates strong operating execution despite share-price pressure; underwater options further concentrate value on future performance .
- Retention risk: The $1.6M retention package (cash+RSUs contingent on CEO appointment timing) aims to stabilize leadership during CEO transition, reducing near-term attrition risk for revenue leadership; vesting triggers could create event-driven sell pressure around vest dates (tax withholdings) .
- Trading signals: CIC provisions provide full equity acceleration on termination in change-in-control windows—monitor for M&A catalysts; prohibition on hedging/pledging reduces alignment red flags; track Form 4s for RSU/PSU vesting-related dispositions and any new 10b5-1 plans .
- Pay-for-performance: FY2024 corporate incentive funding at 104.1% and Pollak’s 96.6% commission payout reflect balanced outcomes amid net revenue headwinds from pricing/presentation changes; continued emphasis on Gross Profit and Adjusted EBITDA (higher weighting in FY2025 bonus mix) should support profitable growth focus .