Wendy Thomas
MarqetaAbout Wendy Thomas
Wendy Thomas, 54, joined Marqeta’s board in April 2025 and is an independent director designated as an Audit Committee financial expert. She serves on the Audit Committee and the Payments Innovation Committee. Thomas is the CEO of SecureWorks (acquired by Sophos in 2025), with 25+ years in cybersecurity and senior finance roles; she holds a BA in Economics and Foreign Affairs from the University of Virginia and an MBA in Finance from the University of South Carolina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SecureWorks Corp. | Chief Executive Officer | 2021–present | Led global cybersecurity operations; strategic and operational oversight |
| SecureWorks Corp. | President | 2020–2023 | Strategic leadership, product and business development |
| SecureWorks Corp. | SVP Strategy & Chief Product Officer | 2018–2020 | Product strategy and portfolio management |
| SecureWorks Corp. | VP, Strategic & Financial Planning | 2015–2018 | Corporate finance and strategic planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IonQ, Inc. (NYSE: IONQ) | Director | Since 2022 | Current public company board seat |
| SecureWorks Corp. | Director (previously public) | 2021–2025 | Company acquired by Sophos in 2025 |
Board Governance
- Committee assignments: Audit Committee member; Payments Innovation Committee member .
- Audit Committee financial expert designation under Item 407(d) of Regulation S-K .
- Independence: Board determined Thomas is independent under Nasdaq standards .
- Meeting cadence (2024 reference): Audit Committee met 13 times; Payments Innovation Committee met 2 times. Each incumbent director attended at least 75% of meetings in 2024; Thomas joined in 2025 (attendance in 2024 not applicable) .
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer within five years of joining; hedging/short sales/pledging are prohibited .
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Audit Committee | Member | 13 | Financial literacy required; oversees audit, internal control, risk (incl. AI, cybersecurity); Thomas designated financial expert |
| Payments Innovation Committee | Member | 2 | Oversees innovation/technology, IP strategy, fintech trends |
Fixed Compensation
| Element | Amount | Vesting/Terms | Applicability to Thomas |
|---|---|---|---|
| Annual Board cash retainer | $50,000 | Cash for service on Board | Applicable from 2025 appointment |
| Initial RSU grant (upon board entry) | $400,000 | Vests in 3 equal annual installments from grant date anniversary; accelerates on “sale event” per 2021 Plan | Policy indicates expected initial RSU at board entry; Thomas appointed Apr 18, 2025 |
| Annual RSU grant | $200,000 | Vests fully by next AGM or 1-year anniversary; acceleration on sale event | First eligible at/after 2025 AGM |
| Committee chair cash retainers | Audit $20,000; Comp $15,000; N&G $10,000; Payments Innovation $50,000 | Chair-only; paid in cash | Not applicable (Thomas not listed as chair) |
| Board Chair equity retainer | $50,000 (equity) | Same vesting as annual RSU | Not applicable (Thomas not Board Chair) |
Additional terms:
- Directors may elect cash in lieu of Annual/Chairperson equity only if they have served ≥5 years and meet ownership guidelines; cash vests/pays on same schedule .
- Expense reimbursement for board/committee meetings and continuing education per policy .
Performance Compensation
Directors do not have performance-based pay metrics; non-employee director equity awards are time-based RSUs with specified vesting and sale-event acceleration. No options are granted to directors under current policy .
| Performance Metric | Weight | Target | Outcome |
|---|---|---|---|
| Not applicable for non-employee directors | — | — | Director equity is time-based; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| IonQ (NYSE: IONQ) | Director | Quantum computing; no direct competitive overlap with card issuing/payments; low conflict risk |
| SecureWorks (previously NASDAQ: SCWX) | CEO; previously public director | Cybersecurity provider; could be a vendor/partner type in broader ecosystem; no related-party transactions disclosed with MQ |
Expertise & Qualifications
- Renowned global cybersecurity leader; senior finance executive experience; strategic planning and operational leadership .
- Audit Committee financial expert designation, supporting strong financial oversight on MQ’s Audit Committee .
- Education: BA (UVA), MBA (South Carolina) .
Equity Ownership
- As of April 21, 2025, MQ’s beneficial ownership table reports no shares for Wendy Thomas (no Class A or Class B holdings, and no options/RSUs/PSUs vesting within 60 days disclosed) .
- Alignment policies: 5x board retainer stock ownership requirement within five years of joining; prohibition on hedging/short sales/pledging; Rule 10b5-1 trading plans must comply with policy .
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Wendy Thomas | — | — | — | — | No beneficial ownership reported as of Apr 21, 2025 |
Governance Assessment
- Strengths:
- Independent director with Audit Committee financial expert designation; brings cybersecurity risk oversight directly aligned with MQ’s stated risk focus areas (AI, cybersecurity, platform reliability) .
- Membership on Payments Innovation Committee supports oversight of technology strategy and IP risk—valuable for a fintech issuer .
- Robust governance framework: independent Chair; 91% independent board; independent committees; executive sessions; strong ownership guidelines and hedging/pledging prohibitions enhance alignment .
- Watch items:
- No reported share ownership yet given April 2025 appointment; monitor progress toward 5x retainer guideline within the required timeline .
- External CEO role at SecureWorks implies high time commitments; track committee attendance and engagement in 2025/2026 to confirm sustained effectiveness (MQ reports ≥75% attendance for incumbents in 2024; Thomas’s attendance will be assessed starting 2025) .
- Conflicts/related-party exposure:
- No related-party transactions disclosed involving Thomas; MQ’s Audit Committee reviews related-party transactions per policy .
Overall, Thomas adds material board effectiveness in audit and technology oversight, with independence and relevant risk expertise. Key investor signals to monitor include her ownership accumulation versus guidelines and attendance/engagement levels across Audit and Payments Innovation Committees .