7 unchanged sentences
Management's Report on Internal Control Over Financial Reporting
−Removed: This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company’s independent registered public accounting firm due to a transition period established by the rules of SEC for newly public companies.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
+Added: Under the supervision of and with the participation of our principal executive officer and principal financial officer, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: Based on that assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2022.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except as described below.
−Removed: Material Weakness Remediation
−Removed: As previously reported, in connection with our management’s assessment of controls over financial reporting during the year ended December 31, 2019, we identified a material weakness in our internal control over financial reporting.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The material weakness that we identified occurred because we had inadequate processes and controls to ensure the timely reconciliations of certain customer-related settlement bank accounts.
−Removed: During the years ended December 31, 2021 and 2020, the Company implemented measures designed to remediate the control deficiencies contributing to the material weakness.
−Removed: These remediation actions included:
−Removed: (i) establishing an internal team to support the Company’s entire control environment and its ongoing internal controls development and monitoring;
−Removed: (ii) educating control owners concerning the principles and requirements of each control, with a focus on those related to settlement operations;
−Removed: (iii) engaging a third-party to perform an independent assessment;
−Removed: (iv) deploying additional engineering, and settlement operations personnel;
−Removed: (v) developing a formal process level and monitoring controls to ensure timely reconciliation of these customer related settlement bank accounts;
−Removed: and (vi) implementing new monitoring controls including additional analyses, reconciliations, and other post-closing procedures to help mitigate the risk that controls do not operate effectively.
−Removed: We believe our remediation efforts resulted in the elimination of the previously identified material weakness as of December 31, 2021.
−Removed: While this material weakness has been remediated, we cannot assure you that we have identified all of our existing material weaknesses, or that we will not in the future have additional material weaknesses.
−Removed: We have dedicated resources to the design, implementation, documentation and testing of our internal control over financial reporting.
−Removed: We will continue to evaluate the effectiveness of our internal control over financial reporting and will continue to make changes that we believe will strengthen our internal control over financial reporting to ensure that our financial statements continue to be fairly stated in all material respects.
−Removed: Neither we nor our independent registered public accounting firm has performed an evaluation of our internal control over financial reporting during any period in accordance with the provisions of the Sarbanes-Oxley Act.
−Removed: In light of the material weakness that was previously identified as a result of the limited procedures performed, we believe that it is possible that, had we and our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses or significant deficiencies may have been identified.
+Added: There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the fourth quarter of fiscal 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
44 unchanged sentences
4.8 Description of the Registrant’s Securities.
+Added: 10-K 001-40465 4.8 March 11, 2022
Form of Amended and Restated Indemnification Agreement between the Registrant and each of its directors and executive officers.
9 unchanged sentences
10.6 May 24, 2021
−Removed: Non-Employee Director Compensation Policy.
−Removed: 10.7 May 24, 2021
+Added: Amended Non-Employee Director Compensation Policy.
Form of Director Offer Letter.
10.12 May 14, 2021
+Added: Offer Letters between the Registrant and Simon Khalaf dated May 25, 2022 and January 26, 2023.
Offer Letter between the Registrant and Jason Gardner dated June 6, 2011.
1 unchanged sentence
10.8 May 14, 2021
−Removed: Offer Letter between the Registrant and Omri Dahan dated June 9, 2011.
−Removed: S-1 333-256154
−Removed: 10.9 May 14, 2021
−Removed: Offer Letter between the Registrant and Kevin Doerr dated February 25, 2020.
−Removed: S-1 333-256154
−Removed: 10.10 May 14, 2021
Offer Letter between the Registrant and Mike Milotich dated February 3, 2022.
−Removed: Separation Agreement and Release between the Registrant and Omri Dahan, dated March 17, 2021.
−Removed: S-1 333-256154 10.11 May 14, 2021
−Removed: Separation and Release Documentation between the Registrant and Kevin Doerr.
+Added: 10-K 001-40465
+Added: 10.16 March 11, 2022
+Added: Offer Letter between the Registrant and Randy Kern dated May 20, 2021.
+Added: Offer Letter between the Registrant and Philip (Tripp) Faix dated May 27, 2018.
+Added: Separation and Release Agreement between the Registrant and Philip (Tripp) Faix dated March 14, 2022.
+Added: 10-Q 001-40465 10.1 May 11, 2022
10.15 Lease Agreement by and between the Registrant and MACH II 180 LLC, dated on or about March 1, 2016, as amended on November 8, 2017 and March 14, 2019.
1 unchanged sentence
Master Services Agreement by and between the Registrant and Square, Inc., dated April 19, 2016, as amended on September 1, 2016, October 18, 2016, December 24, 2016, June 30, 2017, August 2, 2017, October 1, 2017, April 1, 2018, June 6, 2019, September 20, 2019, February 7, 2020, November 18, 2020, November 18, 2020, March 13, 2021, May 21, 2021, and January 27, 2022.
+Added: 10-K 001-40465 10.20 March 11, 2022
Amended and Restated Prepaid Card Program Manager Agreement by and between the Registrant and Sutton Bank, dated April 1, 2016, as amended on December 31, 2017, September 1, 2018, August 1, 2020, and July 1, 2021.
+Added: 10-K 001-40465 10.21 March 11, 2022
21.1* Subsidiaries of the Registrant.
18 unchanged sentences
** Furnished herewith.
−Removed: The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
+Added: The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Form 10-K Summary
2 unchanged sentences
MARQETA, INC.
−Removed: March 11, 2022
−Removed: /s/ Jason Gardner
−Removed: Jason Gardner
+Added: February 28, 2023
+Added: /s/ Simon Khalaf
Chief Executive Officer (Principal Executive Officer)
−Removed: March 11, 2022
+Added: February 28, 2023
/s/ Michael (Mike) Milotich
2 unchanged sentences
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Gardner, Michael Milotich, and Seth Weissman, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Simon Khalaf, Michael Milotich, and Crystal Sumner, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
−Removed: /s/ Jason Gardner Chief Executive Officer and Director March 11, 2022
−Removed: Jason Gardner (Principal Executive Officer)
−Removed: /s/ Michael (Mike) Milotich Chief Financial Officer March 11, 2022
+Added: /s/ Simon Khalaf Chief Executive Officer and Director February 28, 2023
+Added: Simon Khalaf (Principal Executive Officer)
+Added: /s/ Michael (Mike) Milotich Chief Financial Officer February 28, 2023
Michael (Mike) Milotich (Principal Financial and Accounting Officer)
−Removed: /s/ Amy Chang Director March 11, 2022
−Removed: /s/ Martha Cummings Director March 11, 2022
+Added: /s/ Jason Gardner Director February 28, 2023
+Added: Jason Gardner
+Added: /s/ Martha Cummings Director February 28, 2023
Martha Cummings
−Removed: /s/ Gerri Elliott Director March 11, 2022
+Added: /s/ Gerri Elliott Director February 28, 2023
Gerri Elliott
−Removed: /s/ Helen Riley Director March 11, 2022
−Removed: /s/ Arnon Dinur Director March 11, 2022
−Removed: /s/ Judson Linville Director March 11, 2022
+Added: /s/ Helen Riley Director February 28, 2023
+Added: /s/ Arnon Dinur Director February 28, 2023
+Added: /s/ Judson Linville Director February 28, 2023
Judson Linville
−Removed: /s/ Christopher McKay Director March 11, 2022
−Removed: Christopher McKay
−Removed: /s/ Godfrey Sullivan Director March 11, 2022
+Added: /s/ Kiran Prasad Director February 28, 2023
+Added: /s/ Godfrey Sullivan Director February 28, 2023
Godfrey Sullivan
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.