Marqeta, Inc.MQ
Marqeta, Inc. Stock Compensation Disclosure
Stock Incentive Plans
The Company grants share-based awards to employees, non-employee directors, and other service providers of the Company under the 2021 Stock Option and Incentive Plan (“2021 Plan”). The Amended and Restated 2011 Equity Incentive Plan (“2011 Plan”) had been terminated, and no new awards are granted under it. However, previously granted awards that remain outstanding continue to be governed by the terms of the 2011 Plan. Additionally, the Company offers an ESPP, which allows employees to purchase shares of common stock at 85% of the fair value of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower. The offering periods are six months long and start in May and November of each year.
The following table presents the share-based compensation expense recognized within the following line items in the Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Balance Sheet in the periods presented:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Restricted stock units | $ | 94,428 | $ | 107,699 | $ | 99,648 | |||||||||||
| Stock options | 6,001 | 23,732 | 26,323 | ||||||||||||||
Performance restricted stock units | 3,562 | 4,041 | — | ||||||||||||||
| Employee Stock Purchase Plan | 797 | 1,090 | 1,554 | ||||||||||||||
Share-based compensation recorded within Compensation and benefits | 104,788 | 136,562 | 127,525 | ||||||||||||||
Executive chairman long-term performance award | — | (144,617) | 53,214 | ||||||||||||||
Property and equipment (capitalized internal-use software) | 11,176 | 7,059 | 4,492 | ||||||||||||||
Total share-based compensation expense (benefit) | $ | 115,964 | $ | (996) | $ | 185,231 | |||||||||||
Restricted Stock Units
Restricted Stock Units
The Company grants RSUs to employees, directors, and certain consultants. RSUs vest solely upon the satisfaction of service-based conditions and are generally subject to a vesting schedule of or four years.
All RSUs granted on or after the Company’s IPO in 2021, as well as any remaining pre-IPO RSU grants, contain only service-based vesting condition. The liquidity-based vesting condition that previously applied to RSUs granted before April 1, 2021 was fully satisfied upon the Company’s IPO in 2021.
The fair value of RSUs is based on the closing price of the Company’s Class A common stock on the grant date and is recognized as share-based compensation over the requisite service period on straight-line basis for awards with only a service vesting condition.
Performance Restricted Stock Units
The Company grants PSUs under the 2021 Plan to certain employees of the Company based on an initial target number. The final number of PSUs that may vest and settle depend upon the Company’s performance against pre-established performance metrics over a predefined performance period, contingent on the compensation committee’s approval of the level of achievement against the pre-established performance targets at the end of the fiscal year. The PSUs granted vest over three years and have a one year performance period with one-third of the PSUs subject to cliff vesting following the completion of the performance period then vesting in equal quarterly installments thereafter. Over the performance period, the number of PSUs that may be issued and the related share-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the approved performance targets against the performance metrics. Depending on the probability of achieving the pre-established performance targets, the number of PSUs issued could range from 0% to 200% of the target amount.
A summary of the Company's RSUs and PSUs activity under the Plans was as follows:
Number of Units | Weighted-average grant date fair value per share | ||||||||||
Balance as of December 31, 2023 | 38,178 | $ | 6.64 | ||||||||
| Granted | 22,442 | 5.63 | |||||||||
| Vested | (18,274) | 6.66 | |||||||||
| Canceled and forfeited | (8,540) | 6.63 | |||||||||
Balance as of December 31, 2024 | 33,806 | $ | 5.96 | ||||||||
| Granted | 24,589 | 4.41 | |||||||||
| Vested | (18,805) | 5.78 | |||||||||
| Canceled and forfeited | (10,504) | 5.60 | |||||||||
Balance as of December 31, 2025 | 29,086 | $ | 4.88 | ||||||||
As of December 31, 2025, unrecognized compensation costs related to unvested RSUs and PSUs was $124.1 million. These costs are expected to be recognized over a weighted-average period of 1.7 years.
Stock Options
Under the Plans, the exercise price of a stock option shall not be less than the fair market value per share of the Company’s common stock on the date of grant (and not less than 110% of the fair market value per share of common stock for grants to stockholders owning more than 10% of the total combined voting power of all classes of stock of the Company, or a 10% stockholder). Options are exercisable over periods not to exceed ten years from the date of grant (five years for incentive stock options granted to 10% stockholders).
A summary of the Company's stock option activity under the Plans is as follows:
| Number of Options | Weighted-Average Exercise Price per Share | Weighted-Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value(1) | ||||||||||||||||||||
Balance as of December 31, 2023 | 36,670 | $ | 16.09 | 7.45 | $ | 24,481 | |||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (185) | 1.10 | |||||||||||||||||||||
| Canceled and forfeited | (21,523) | 21.01 | |||||||||||||||||||||
Balance as of December 31, 2024 | 14,962 | $ | 9.19 | 5.82 | $ | 5,819 | |||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (506) | 3.30 | |||||||||||||||||||||
| Canceled and forfeited | (6,259) | 12.72 | |||||||||||||||||||||
Balance as of December 31, 2025 | 8,197 | $ | 6.86 | 5.73 | $ | 7,321 | |||||||||||||||||
Exercisable as of December 31, 2025(2) | 7,567 | $ | 6.96 | 5.61 | $ | 7,321 | |||||||||||||||||
Vested as of December 31, 2025 | 7,533 | $ | 6.96 | 5.61 | $ | 7,120 | |||||||||||||||||
(1) Intrinsic value is calculated based on the difference between the exercise price of in-the-money-stock options and the fair value of the common stock as of the respective balance sheet dates.
(2) The 2011 Plan allows for early exercise of stock options. Accordingly, options granted under this plan are included as exercisable stock options regardless of vesting status.
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023, was $0.7 million, $0.8 million, and $12.2 million, respectively.
The total grant-date fair value of options vested during the years ended December 31, 2025, 2024, and 2023, was $25.2 million, $42.4 million, and $61.8 million, respectively.
As of December 31, 2025, aggregate unrecognized compensation costs related to unvested outstanding stock options was $2.3 million. These costs are expected to be recognized over a weighted-average period of 0.9 years.
The Company did not grant any stock options during the years ended December 31, 2025 and 2024.
Executive Chairman Long-Term Performance Award
In April and May 2021, the Company’s board of directors granted the Company’s Executive Chairman and then-Chief Executive Officer (“CEO”) performance-based stock options to purchase an aggregate of 19,740,923 and 47,267 shares of the Company’s Class B common stock with an exercise price of $21.49 and $23.40 per share, respectively, (collectively, the “Executive Chairman Long-Term Performance Award”). The Executive Chairman Long-Term Performance Award would vest only upon the satisfaction of both a service condition and the achievement of certain stock price hurdles over a seven-year performance period following the expiration of the lock-up period associated with the Company’s IPO in 2021.
In the second quarter of 2024, the Executive Chairman stepped down from his executive officer role and transitioned to a non-employee director role on the board of directors causing the Executive Chairman Long-Term Performance Award to be forfeited per its terms. As a result of the forfeiture, the Company reversed all previously recognized share-based compensation expense associated with the award, resulting in a one-time credit of $167.3 million, of which $144.6 million related to expense recognized in prior years. The Company accounts for forfeitures as they occur.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.