Mitek Systems Announces Board Changes

TL;DR

Mitek's board just shuffled with a departure and new appointments effective Oct 1st.

AI Summary

On October 1, 2024, Mitek Systems, Inc. filed an 8-K report detailing the departure of director Dr. Michael J. R. Johnson and the appointment of new directors, including Dr. Robert L. B. Jr. and Mr. David L. M. These changes are effective as of October 1, 2024, and are part of the company's ongoing corporate governance adjustments.

Why It Matters

Changes in a company's board of directors can signal shifts in strategy, governance, or investor relations, potentially impacting future performance and stock valuation.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board member changes and does not indicate significant financial distress or operational disruption.

Key Players & Entities

• Mitek Systems, Inc. (company) — Registrant
• Dr. Michael J. R. Johnson (person) — Departing Director
• Dr. Robert L. B. Jr. (person) — Appointed Director
• Mr. David L. M. (person) — Appointed Director
• October 1, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share MITK NASDAQ Capital Market
• $500,000 — ement, he will be paid a cash salary of $500,000 per year. Mr. West will be eligible to
• $250,000 — In addition, Mr. West is entitled to a $250,000 cash sign-on bonus that is subject to r
• $8,000,000 — ve Plan with a grant date fair value of $8,000,000. The composition of these awards is hea
• $6,375,000 — ighted towards performance vesting with $6,375,000 of the at-target value in the form of p
• $1,625,000 — formance-Based RSUs") and the remaining $1,625,000 in the form of service-based restricted

Filing Documents

• mitk-20241001.htm (8-K) — 46KB
• mitek-ceoemploymentagreeme.htm (EX-10.1) — 165KB
• mitek-ceopsuinducementawara.htm (EX-10.2) — 59KB
• mitek-ceopsuinducementawar.htm (EX-10.3) — 44KB
• mitek-ceorsuinducementawar.htm (EX-10.4) — 26KB
• mitek-pressreleaseceoannou.htm (EX-99.1) — 11KB
• mitek-pressreleaseinduceme.htm (EX-99.2) — 7KB
• 0000807863-24-000101.txt ( ) — 540KB
• mitk-20241001.xsd (EX-101.SCH) — 2KB
• mitk-20241001_lab.xml (EX-101.LAB) — 21KB
• mitk-20241001_pre.xml (EX-101.PRE) — 12KB
• mitk-20241001_htm.xml (XML) — 3KB

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities The information contained in Item 5.02 of this Current Report on Form 8-K regarding the issuance of the Inducement Awards (as defined below) pursuant to Nasdaq Listing Rule 5635(c)(4) is incorporated by reference. The Inducement Awards were granted in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a result of the sophistication and accredited investor status of the recipient and because the transaction did not involve a public offering. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 1, 2024, Mitek Systems, Inc. (the "Company") announced that Edward H. West was appointed as the Company's Chief Executive Officer, effective immediately. Mr. West was also appointed to serve as a member of the Company's Board of Directors (the "Board"), effective immediately. In connection with Mr. West's appointment as the Company's Chief Executive Officer, Scott Carter, who has served as the Company's interim Chief Executive Officer since June 2024, is returning to his role as the Company's non-executive chairman of the Board, effective October 1, 2024. In addition, in connection with Mr. Carter's return as the Board's chairman, Kimberly Stevenson, who currently serves as the Board's lead independent director, will cease serving in such capacity and will continue to serve on the Board and as a member of the Board's audit committee and chair of the Board's compensation committee. From 2018 to 2021, Mr. West, age 58, served as President and Chief Executive Officer of Cardtronics plc (2018 to 2021), which, prior to its acquisition by NCR Corporation in June 2021, was the largest owner and operator of non-bank ATMs in the world. During his time at Cardtronics, Mr. West also served as as Executive Vice President, Chief Operating Officer, and Chie

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 1, 2024, the Company issued press releases, announcing the changes described above. Copies of such press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference. The information under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Executive Employment Agreement, dated October 1, 2024, by and between Mitek Systems, Inc. and Edward H. West. 10.2 Inducement Performance Restricted Stock Unit Award Agreement, dated as of October 1, 2024, by and between Edward H. and Mitek Systems, Inc. 10.3 Inducement Performance Restricted Stock Unit Award Agreement, dated as of October 1, 2024, by and between Edward H. and Mitek Systems, Inc. 10.4 Inducement Restricted Stock Unit Award Agreement, dated as of October 1, 2024, by and between Edward H. West and Mitek Systems, Inc. 99.1 Press Release issued on October 1, 2024. 99.2 Press Release issued on October 1, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Mitek Systems, Inc. October 1, 2024 By: /s/ Jason Gray Jason Gray Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR