DEF 14A of Mitek Systems Inc
Filed Jan 28, 2025 · FY20240000807863-25-000007
Director Biographies
Director Biographies The following is a brief biographical summary of the experience of our directors and director nominees:
Director Biographies
| Scott Carter | | | INDEPENDENT Age: 55 Director Since: 2022 Board Committees • None Education: • Bachelor of Arts, University of Delaware • Master in Business Administration (MBA): University of Delaware; Lerner College of Business • Completed additional executive education programs at Kellogg School at Northwestern University • Directorship Certification from the National Association of Corporate Directors (NACD) | Mr. Carter is the current Chair of the Board and has served as a director since March 2022. Mr. Carter previously served as the Interim Chief Executive Officer and Executive Chair of the Board from June 1, 2024 to October 1, 2024, as Chair of the Board from December 2023 through May 2024, as Executive Chair from January 24, 2023 to December 1, 2023, and as a special advisor to our former CEO and Board of Directors sharing his industry knowledge and assisting with product and market strategy from December 2020 through February 2022 when he joined the Board as a director. From September 2014 to July 2018 he served as the Chief Executive Officer and previously Chief Operating Officer of ID Analytics, now LexisNexis, a provider of fraud, identity and credit risk solutions powered by an advanced machine learning and AI capabilities. He is widely credited with catalyzing a transformation at ID Analytics that led to rapid growth acceleration, improved margins and significant market share expansion. From May 2019 until December 2020, Mr. Carter served as the Chief Operating Officer and Advisor of Brain Corp, an artificial intelligence company which creates transformative core technology for the robotics industry. From January 2005 to June 2013, Mr. Carter served as Senior Vice President and GM for Fraud and Identity Solutions and Analytics Solutions, globally, with Experian. Earlier in his career, he held leadership roles in in financial services industries for companies including First Union (now Wells Fargo), Associates First Capital (now Citi) and American Express. Mr. Carter previously served as an Executive Officer of Mitek from July 2013 until September 2014. Mr. Carter is a member of the board of directors of Guardinex, Inc. and previously served on the board of directors of Vital4, LendingUSA and Ubiq Security (board chair). Mr. Carter has also advised various private equity firms on prospective acquisitions of SaaS, FinTech and data and AI enabled companies. Mr. Carter is a seasoned executive with a diverse range of experiences as a technology business leader, advisor and board member. Having held C-level positions for leading solution providers and previously in client-side industry roles, the Board believes that Mr. Carter's unique 360-degree view and consistent track record of accelerating growth for organizations, utilizing client and market insight to inform strategy, corporate development product, technology, sales and marketing activities makes him qualified to serve on the Board. Key skills and qualifications: Strategic Planning, Executive Leadership, Industry, Human Capital Management and Executive Compensation, Technology, Product/Marketing/Sales, International. |
Director Biographies
| James D. Fay | | | INDEPENDENT Age: 51 Director Since: 2024 Board Committees • Audit Education: • Bachelor of Arts: International Business and French Language, North Central College • Juris Doctor (JD): Harvard Law School | Mr. Fay currently serves as Chief Financial Officer at Matterport, Inc. (NASDAQ: MTTR) and brings more than 25 years of financial strategy and operational expertise to Mitek, having played a key role in scaling technology companies from early growth stages to IPO and acquisition. At Matterport, Mr. Fay has overseen the company’s financial operations since 2017, during which time the company quadrupled its revenues. He guided Matterport through a process to reach an agreement to sell the company to CoStar Group for nearly $2 billion, and his leadership in transitioning Matterport from a hardware to a recurring revenue SaaS model is expected to bring valuable insights to Mitek as the company focuses on scaling its recurring revenue streams and strengthening its market positioning. Mr. Fay has more than 25 years of experience as a globally focused senior executive, lawyer, and advisor for venture-backed and public technology companies, and he has structured and led IPOs on the NYSE and Nasdaq and managed strategic acquisitions across the U.S., Europe, and Asia. Prior to Matterport, Mr. Fay served as Chief Financial Officer at View, managing financial, legal, HR, and operations matters while the company was privately held. He also served as Chief Financial Officer and General Counsel at NeoPhotonics (NYSE: NPTN; acquired by Lumentum Holdings) and Senior Vice President and General Counsel at @Road (NASDAQ: ATRD; acquired by Trimble), taking both companies public on the NYSE and Nasdaq, respectively. Mr. Fay previously worked as an attorney at Venture Law Group, advising public and private tech companies on IPOs, M&A, and corporate matters. The Board believes Mr. Fay's experience adds extensive corporate governance, financial planning, investor relations and legal expertise as a director. Key skills and qualifications: Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Capital Markets, Human Capital Management and Executive Compensation, Technology, International. |
Director Biographies
| Rahul Gupta | | | INDEPENDENT Age: 65 Director Since: 2022 Board Committees • Compensation • Audit Other Current Public Company Directorships • Corpay Former Public Company Directorships: • Cardtronics plc Education: • Bachelor of Arts: Commerce, Delhi University • Master of Business Administration (MBA) Magna Cum Laude: Indiana University | Mr. Gupta served as CEO of RevSpring, a high-growth technology services organization that provides intelligent financial engagement and payment solutions to 2,000 leading healthcare providers from January 2017 to March 2019. Mr. Gupta also previously served as Group President, Billing and Payments at Fiserv, from November 2014 to December 2016, and as Group President, Digital Payments, at Fiserv from December 2006 to November 2014. Mr. Gupta is a current board member at the following private companies: Amount, SavvyMoney, Solutions by Text, and Capital Good Fund. Additionally, he is an advisor at NYCA, a venture capital fund, the following private equity funds: Advent International and StoicLane, as well as several fintech companies. He is an Ambassador for the University of Southern California, a member of USC Provost Associates, and a mentor to multiple startup teams at the Viterbi School of Engineering. Mr. Gupta holds a CPA certification from India. The Board believes that Mr. Gupta is well qualified to serve on our Board of Directors due to his over 35 years of experience in the financial services and fintech industries having served in a variety of capacities at the board and executive levels. Key skills and qualifications: Corporate Governance, Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Human Capital Management and Executive Compensation, Technology, Product/Marketing/Sales. |
Director Biographies
| Susan Repo | | | INDEPENDENT Age: 57 Director Since: 2021 Board Committees • Audit (Chair) • Nominating and Corporate Governance Other Current Public Company Directorships • Fiskars Group • Matterport, Inc. Education: • Bachelor of Science: Business Administration & Finance, University of Southern California • Juris Doctor (JD): Chicago-Kent College of Law, Illinois Institute of Technology | Ms. Repo has served as Chief Financial Officer of ICEYE, a Finnish earth observation data and insights company through its own micro satellite constellation since February 2021. From 2013 to 2018, Ms. Repo held various executive positions at Tesla, an electric vehicle manufacturer, most recently serving as Corporate Treasurer and Vice President Finance where she raised nearly $13 billion in capital and set Tesla's strategic balance sheet planning to ensure the necessary capital for its ambitions and as Chief Financial Officer of Tesla Financial Services, establishing from greenfield, its captive auto and energy leasing programs globally. From 2019 to 2020, Ms. Repo served as the Chief Operating Officer of MariaDB Corporation, an open-source data storage company. In 2019, Ms. Repo served as the Chief Executive Officer and Chief Operating Officer of DriveOn, an automotive fintech company, and in 2018, Ms. Repo served as the Chief Financial Officer of Topia, a talent mobility platform. From 2007 to 2013, she served as Senior Director of International Tax at Juniper Networks, Inc., a multinational corporation that develops and markets networking products, including routers, switches, network management software, network security products, and software-defined networking technology. Ms. Repo currently serves on the board of directors of Matterport, Inc., which announced its agreement to be acquired by CoStar Group for nearly $2 billion, and serves as Audit Chair as well as member of the Nomination and Governance Committee. Ms. Repo also serves on the boards and is a member of the Audit Committees of the Fiskars Group, a NASDAQ public company in Finland and GM Financial Bank in the U.S. Previously, Ms. Repo served on the board of Call2Recycle, Inc., the largest battery stewardship and recycling organization in North America, where she chaired the audit & technology committee. The Board believes her diverse and global experiences in the technology industry and working closely with the financial services industry make her well qualified to serve on the Board. Key skills and qualifications: Corporate Governance, Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Capital Markets, Human Capital Management and Executive Compensation, Technology, International. |
Director Biographies
| Mark Rossi | | | INDEPENDENT Age: 68 Director Since: Nominee Board Committees • None (Audit expected upon election) Former Public Company Directorships: • Cardtronics plc • ChemDesign, Inc. • Conner Peripherals • International Manufacturing Services; • Maxwell Technology • Novatel Wireless • Stor Media Education: • Bachelor of Arts w/ honors: Economics, Saint Vincent College • Master of Business Administration (MBA) F.C. Austin Scholar: J.L. Kellogg School of Management, Northwestern University | Mr. Rossi is a founder and Senior Managing Director of Cornerstone Equity Investors, L.L.C., a Connecticut based private equity firm. The investment principals of Cornerstone have funded approximately 100 companies in a variety of industries but with a particular emphasis on technology and telecommunications, health care services and products and business services. Cornerstone and its predecessor firm have provided financing to a large number of successful companies including Dell Computer, Health Management Associates, Linear Technology, Micron Technology, Novatel Wireless, Inc. and Equitrac, Inc. Mr. Rossi was a Chairman of the Board of Cardtronics plc from 2018 until its sale in 2021, and was a member of the Audit and Compensation Committees and Chair of the Finance Committee from November 2010 to January 2021. From November 1997 to June 2016, Mr. Rossi was a director of Maxwell Technologies, Inc., serving as Chair from 2011 to 2016. Prior to the formation of Cornerstone Equity Investors in 1996, Mr. Rossi was President of Prudential Equity Investors, Inc., the private equity arm of Prudential Insurance Company of America. Mr. Rossi’s industry focus is on business services and technology companies. The Board believes that Mr. Rossi's extensive experiences in financial services and the tech industry, as well as his cumulative public company board experience, make him well qualified to serve on the Board. Key skills and qualifications: Corporate Governance, Strategic Planning, Industry, Finance/Accounting/Audit, Capital Markets, Human Capital Management and Executive Compensation. |
Director Biographies
| Kimberly Stevenson | | | INDEPENDENT Age: 62 Director Since: 2020 Board Committees • Compensation (Chair) • Audit Other Current Public Company Directorships • Verisk Analytics Former Public Company Directorships: • Quarterhill, Inc. • Skyworks Solutions, Inc. • Boston Private Financial Holdings Education: • Bachelor of Science: Accounting and Business Management, Northeastern University • Master of Business Administration (MBA): Cornell University | Ms. Stevenson has served as a director since November 2020 and previously as our lead independent director from June 2024 to October 2024 and from January 2023 to December 2023. Previously, Ms. Stevenson served as senior vice president and general manager of the Foundational Data Services Business Unit at NetApp, Inc., a publicly traded provider of cloud data services. Prior to that, Ms. Stevenson served as senior vice president and general manager of data center products and solutions for Lenovo, a multinational technology company, from March 2017 to October 2018. From September 2009 to February 2017, she served as a corporate vice president at Intel Corporation, holding various positions including chief operating officer for the client and internet of things businesses and systems architecture group from September 2016 to February 2017, chief information officer from February 2012 to August 2016, and general manager, IT operations and services, from September 2009 to January 2012. Prior to joining Intel, Ms. Stevenson spent seven years at the former Electronic Data Systems, now DXC Technology, with responsibility for global development and delivery of enterprise services. She also spent more than 17 years at IBM in various finance and operational roles. The Board believes that Ms. Stevenson's 35 years of experience in the tech industry and resulting deep expertise in technology, finance, and digital innovation makes her well qualified to serve on the Board. Key skills and qualifications: Corporate Governance, Executive Leadership, Industry, Finance/Accounting/Audit, Human Capital Management and Executive Compensation, Technology, Product/Marketing/Sales. |
Director Biographies
| Donna Wells | | | INDEPENDENT Age: 63 Director Since: 2019 Board Committees • Nominating and Corporate Governance Committee (Chair) Other Current Public Company Directorships • Walker & Dunlop (Chair of Audit & Risk Committee, member of Nominating & Corporate Governance Committee) Former Public Company Directorships: • Apex Technology Acquisition Corp • Boston Private Financial Holdings Education: • Bachelor of Science: Economics, The Wharton School, University of Pennsylvania • Master of Business Administration (MBA): Stanford University • Directorship Certification and Cyber-risk Oversight Certification from the National Association of Corporate Directors (NACD) | Ms. Wells was President and CEO of Mindflash Technologies, Inc., a privately held enterprise software company, from 2010 to 2017. In that capacity, she led the company from SaaS product launch to market leadership and to recognition as a Top 50 Small US Company to Work for by the Great Place to Work Institute. Previously, Ms. Wells was CMO at Mint Software, Inc. from 2007-2009. There, she led the growth strategy for this breakthrough, personal finance software company from product launch to the company’s acquisition by Intuit. Prior to Mint, Ms. Wells had a 20-year career in strategic marketing with The American Express Company and The Charles Schwab Corporation and led marketing for two Fortune 500 companies, Intuit, Inc. and the Expedia Group. She currently serves on the boards of Walker & Dunlop, a leading CRE finance company, and Betterment Holdings, Inc., a digital wealth management platform with over $50 billion in AUM, and as an Advisor at Sway Ventures, a venture capital firm, on their fintech and enterprise software investments. She was previously a director at Boston Private Financial Holdings, Inc, a bank holding company, and Apex Technology Acquisition Corporation, a special purpose acquisition company. In September 2019, Ms. Wells was appointed by the Center for Entrepreneurial Studies at the Stanford University Graduate School of Business as a Lecturer in Management. The Board believes Ms. Wells is well qualified to serve as a director due to her wealth of experience in the financial services, fintech and software industries at the executive and board levels. Key skills and qualifications: Corporate Governance, Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Technology, Product/Marketing/Sales. |
Director Biographies
| Edward H. West | | | EMPLOYEE DIRECTOR Age: 58 Director Since: 2024 Former Public Company Directorships: • Cardtronics • Education Management Corp. • Entercom Communications Corp. Education: • Bachelor of Science: Business Administration with an emphasis on Finance, Emory University | Mr. West served as the Chief Executive Officer and Director since October 2024. From 2018 to 2021, Mr. West 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 Executive Vice President, Chief Operating Officer, and Chief Financial Officer (2016 to 2017). Mr. West has more than 25 years of executive experience, including as President and Chief Executive Officer of Education Management Corp., Chairman and Chief Executive Officer of ICG Commerce, a subsidiary of Internet Capital Group, and Executive Vice President and Chief Financial Officer of Delta Air Lines, Inc. Mr. West’s current position as our Chief Executive Officer enables him to bring invaluable operational, financial, regulatory and governance insights to our Board; and his considerable role in the management of our company allows him to continually educate and advise our Board on our business, industry and related opportunities and challenges. Key skills and qualifications: Corporate Governance, Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Capital Markets, Human Capital Management and Executive Compensation, International. |
Director Biographies
None of our directors have any family relationships with any of our other directors or executive officers. There currently are no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors. The election of directors contemplated by Proposal No. 1 will be decided by a plurality of the votes cast. Accordingly, the eight director nominees receiving the highest number of "for" votes will be elected.
Director Biographies
| The Board recommends a vote "FOR" the election to the Board for each of the nominees discussed in this Proposal No. 1. |
Director Biographies
Board and Corporate Governance Practices This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of the charters of all of the committees of the Board and our Code of Business Conduct (the “Code of Business Conduct”) described below may be viewed on the Investor Site section of our website at www.miteksystems.com. You may also request a copy of any of these documents free of charge by writing to our Corporate Secretary at Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101, Attn: Corporate Secretary.
Consideration of Director Nominees
Consideration of Director Nominees
Director Qualifications
Director Qualifications When evaluating nominees for election as directors (including all persons recommended by stockholders to become nominees for election as directors), the Nominating Committee takes into account: (i) all factors the Committee considers appropriate, which may include career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge; and (ii) the following minimum qualifications: •the highest personal and professional ethics, integrity and values and sound business judgment; •a background that demonstrates significant accomplishment in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest; •relevant expertise and experience and an ability to offer advice and guidance to our chief executive officer based on such expertise and experience; •independence from any particular constituency and an ability to be able to represent all of our stockholders and be committed to enhancing long-term stockholder value; and •sufficient time available to devote to activities of the Board and to enhance his or her knowledge of our business. The Nominating Committee retains the right to modify these criteria from time to time.
Diversity
Diversity Consistent with its proactive evaluation of director performance, skills and attributes, the Board is committed to a policy of inclusiveness and actively seeks out highly qualified diverse candidates (including age, race, gender, sexual orientation, and ethnicity) to include in the pool from which director nominees are chosen. These diversity characteristics are, and will continue to be, a priority for the Nominating Committee and the Board in our director nomination process because we believe it is important for the Board’s composition to appropriately reflect the diversity of our Company, shareholders, workforce, customers and communities. The composition of our director nominees reflects these ongoing efforts and the importance of differentiating personal characteristics and diversity among our directors.
Director Nominations
Director Nominations
Stockholder Nominations
Stockholder Nominations The Nominating Committee will consider director candidates recommended by our stockholders of record. The Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether or not a candidate was recommended by a stockholder of record. Stockholders of record who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board at an annual meeting of stockholders must do so by delivering a written recommendation and timely notice in accordance with our Bylaws to the Nominating Committee at Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101, Attn: Corporate Secretary not later than the close of business on December 4, 2025 nor earlier than the close of business on November 4, 2025; provided, however, that if the date of our next annual meeting is more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, in order for notice by the stockholder to be timely, it must be so delivered, or mailed and received, not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made. In general, each written recommendation must set forth, among other information: •the name and address of the stockholder of record and any beneficial owner on whose behalf the nomination is being made; •the class, series and number of shares of common stock of the Company, and any convertible securities of the Company, that are beneficially owned by the stockholder of record and any beneficial owner on whose behalf the nomination is being made; •any option, warrant, convertible security, stock appreciation rights, or similar right with an exercise or conversion privilege or settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise, directly or indirectly, owned beneficially by such stockholder of record and any beneficial owner on whose behalf the nomination is being made, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation; •any proxy, agreement, arrangement, understanding, or relationship pursuant to which such stockholder of record and any beneficial owner on whose behalf the nomination is being made has or shares a right to vote any shares of any security of any class or series of the Company; •any short interest in any security of the Company held by such stockholder of record and any beneficial owner on whose behalf the nomination is being made; •the proposed director candidate’s name, age, business address and residential address; •complete biographical information for the proposed director candidate, including the proposed director candidate’s principal occupation or employment and business experience for at least the previous five years; •the class and number of shares of common stock of the Company that are beneficially owned by the proposed director candidate and any convertible securities of the Company that are beneficially owned by the director candidate as of the date of the written recommendation; •a completed and signed questionnaire, representation and agreement from the director candidate, as further described in our Bylaws; and •any other information relating to the proposed director candidate that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A promulgated under the Exchange Act. Director candidate nominations from stockholders must be provided in writing and must include the written consent of each proposed nominee to serve as a director if so elected. Stockholders are advised to review our Bylaws, which contain additional requirements with respect to director nominations. If a proposed director candidate is recommended by a stockholder in accordance with the procedural requirements discussed above and more fully set forth in our Bylaws, the Secretary will provide the foregoing information to the Nominating Committee.
Evaluating Nominees for Director
Evaluating Nominees for Director Our Nominating Committee considers director candidates that are suggested by members of the committee, other members of the Board, members of management, advisors and our stockholders who submit recommendations in accordance with the requirements set forth above. Our Nominating Committee periodically has retained a third-party search firm to assist in identifying and vetting Board candidates. The Nominating Committee evaluates all nominees for director under the same approach whether they are recommended by stockholders or other sources. The Nominating Committee reviews candidates for director nominees in the context of the current composition of the Board and committees of the Board, the operating requirements of the Company and the long-term interests of our stockholders. In conducting this assessment, the Nominating Committee considers the director nominee’s qualifications, diversity, age, skills and such other factors as it deems appropriate and as those factors set forth in the Nominating Committee Charter given the current needs of the Board, the committees of the Board and the Company, to maintain a balance of knowledge, experience, diversity and capability. In addition, the Nominating Committee seeks candidates with significant experience in the Company’s targeted markets. In the case of incumbent directors whose terms of office are set to expire, the Nominating Committee reviews such directors’ overall service to the Board, the committees of the Board and the Company during their respective terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating Committee will also determine whether the nominee meets the minimum director qualifications set forth above, has at least the same level of education and experience as the Company’s then-current directors, and whether such nominee is independent for Nasdaq purposes, which determination will be based upon applicable Nasdaq listing standards and applicable SEC rules and regulations. Although we do not have a formal diversity policy, when considering diversity in evaluating director nominees, the Nominating Committee focuses on whether the nominees can contribute varied perspectives, skills, experiences and expertise to the Board. The Nominating Committee will, in line with the policy and procedures outlined herein and in the Nominating Committee Charter, evaluate each proposed director’s candidacy, including proposed candidates recommended by security holder, and recommend whether the Board should nominate such proposed director candidate for election by our stockholders.
Director Compensation for Fiscal 2024
Director Compensation for Fiscal 2024 The table set forth below provides summary information concerning compensation paid or accrued for services rendered to us by members of the Board in their capacities as such, for the fiscal year ended September 30, 2024. Due to delayed SEC filings in fiscal 2023, the Company was not able to grant equity to members of the Board during the normal time frames despite such directors continued service during that period. As such, the equity granted in fiscal 2024 included both the annual grant that would normally have been made in fiscal 2023 and the fiscal 2024 grant.
Director Compensation for Fiscal 2024
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | Scott Carter | $57,709 | $— | $— | $57,709 | | Rahul Gupta | $50,000 | $320,006 | $— | $370,006 | | James C. Hale(4) | $50,000 | $320,006 | $— | $370,006 | | Bruce E. Hansen(5) | $272 | $— | $— | $272 | | Susan J. Repo | $62,500 | $320,006 | $— | $382,506 | | Kimberly S. Stevenson | $68,153 | $320,006 | $— | $388,159 | | Donna C. Wells | $55,000 | $320,006 | $— | $375,006 |
Director Compensation for Fiscal 2024
(1)Scipio Maximus Carnecchia, a former director and our former Chief Executive Officer and a NEO, is not included in this table as he was an employee of the Company and therefore received no compensation for his service as a director. Mr. Carnecchia’s compensation is included in the “Summary Compensation Table” in the "Executive Compensation" section. (2)Except as noted, this amount reflects an annual retainer of $50,000, which is paid on a quarterly basis. The amount for (a) Mr. Carter is prorated from December 1, 2023 through June 3, 2025 as Mr. Carter served as Executive Chair of the Company from January 23, 2023 through November 30, 2023 and as Interim Chief Executive Officer from June 4, 2024 through October 1, 2024, (b) Ms. Repo’ s compensation contains an additional $12,500 for her role as chair of the Audit Committee for fiscal 2024, (d) Ms. Stevenson’ s compensation contains an additional $7,500 for her role as chair of the Compensation Committee, and an additional $7,500 for her role as Lead Independent Director for part of fiscal 2024, (e) Ms. Wells contains an additional $5,000 for her role as chair of the Nomination and Corporate Governance Committee for fiscal 2024. (3)Due to the delayed SEC filings in fiscal 2023, the Company was not able to grant equity to members of the Board. As such, the equity granted in fiscal 2024 included the grant that would have been made in fiscal 2023. The equity retainer for fiscal 2023 was an annual amount of $150,000 and was increased to $170,000 in fiscal 2024. As of September 30, 2024, our non-employee directors held restricted stock units for the following number of shares of our common stock: Mr. Carter—151,946; Mr. Gupta—45,154; Mr. Hale—117,545; Mr. Hansen—0; Ms. Repo—50,627; Ms. Stevenson—55,852; and Ms. Wells—52,472. As of September 30, 2024, Mr. Hale also held stock options to purchase 40,000 shares of our common stock. (4)Mr. Hale opted not to stand for re-election and consequently his service on our Board will end at the 2025 Annual Meeting. (5)Mr. Hansen opted not to stand for re-election at our 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and consequently his service on our Board ended at the 2023 Annual Meeting. Fees paid to him were for his Board service from October 1, 2024 through October 3, 2024. Proposal No. 2 Ratification of the Appointment of Independent Registered Public Accounting Firm The Audit Committee has appointed the firm BDO USA, P.C. ("BDO") to serve as our independent registered public accounting firm for fiscal year 2025, which began October 1, 2024 and will end on September 30, 2025. The Audit Committee and the Board believe that the retention of BDO to serve as the Company's independent registered public accounting firm is in the best interests of the Company and its stockholders. Although ratification is not legally required, Mitek is submitting the appointment of BDO to its stockholders for ratification as a matter of good corporate governance. In the event that our stockholders do not ratify this appointment, the Audit Committee will reconsider the appointment. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders. Representatives of BDO are expected to be present at the Annual Meeting and will have the opportunity to make a statement and respond to appropriate questions.
Role of the Compensation Consultant
Role of the Compensation Consultant The Compensation Committee has assessed the independence of the Compensation Consultant and determined that no conflict of interest exists under the rules established by the SEC. The Compensation Committee reviews the independence of its advisors annually. In designing compensation programs and determining compensation levels for our NEOs for the 2024 fiscal year, the Compensation Committee retained the services of the Compensation Consultant to formulate a report and make recommendations regarding our compensation programs and executive compensation levels. The Chairperson of the Compensation Committee worked directly with the Compensation Consultant to determine the scope of the work needed to advise the Compensation Committee in its decision-making processes. The Compensation Consultant provided the Compensation Committee with benchmark comparative data for our NEOs with respect to base salaries, target and actual total cash compensation levels, long-term incentive values, and total direct compensation. In making compensation decisions for the 2024 fiscal year, the Compensation Committee compared each element of total direct compensation against a peer group of 14 publicly traded, technology companies with an emphasis on application software companies as well as internet services and infrastructure companies with which the Compensation Committee believes we compete for executive talent. We collectively refer to this group as the “Compensation Peer Group.” The pay data for this group was analyzed by the Compensation Consultant using each company’s recent public filings. This Compensation Peer Group was used, when available, for our NEOs. We generally select Compensation Peer Group companies with broadly similar revenues and 12-month trailing market capitalizations. For the fiscal year 2024, the specific criteria utilized were: (i) annual revenues between $96 million and $317 million; (ii) market capitalizations between $208 million to $1.76 billion; (iii) headquartered in major metropolitan areas (reflecting similar cost of living as the Company); and (iv) with broadly similar equity valuation relative to revenues. The following is a list of the 14 companies comprising our Compensation Peer Group (the “Compensation Peer Group”) for the 2024 fiscal year:
Role of the Compensation Consultant
| A10 Networks, Inc. | Domo, Inc. | OneSpan, Inc. | | Agilysys, Inc. | eGain Corporation | PROS Holdings, Inc. | | American Software, Inc. | LiveVox, Inc. | Upland Software, Inc. | | Asure Software, Inc. | Model N, Inc. | Veritone, Inc. | | Brightcove, Inc. | ON24, Inc. | |
Role of the Compensation Consultant
Changes from the prior year Compensation Peer Group include the addition of Domo, Inc., LiveVox, Inc. and PROS Holdings, Inc., and the elimination of Benefitfocus, ChannelAdvisor Corp. and Viant Technology, Inc. due to acquisitions and size. The Compensation Committee used the peer group data provided by the Compensation Consultant to make an initial determination of the competitiveness of total direct compensation for each executive. Our Compensation Committee makes adjustments, down or up, from such market-based information based on its assessment of contribution and retention risk for each executive. This data is supplemented by reviewing relevant compensation survey data, namely that of AON/Radford’s Technology Benchmark Survey.
Components of Executive Compensation
Components of Executive Compensation The Company’s executive compensation program consists of the following elements: •base salary; •annual cash incentives; •equity-based incentives; •other benefits; and •severance and change of control plans. Reflective of our compensation philosophy and retention strategy, we routinely enter into terms of employment and separation agreements with key executives that contain the following elements: •Agreements do not contain multi-year guarantee provisions for salary increases, non-performance-based bonuses, or equity compensation •Agreements provide for change-in-control payments only in the event of loss of job or substantial diminution of job duties •Agreements do not provide for change-in-control cash payments that exceed 3 times base salary plus target/average/most recent bonus (or that include equity gains or other pay elements) •Agreements do not provide for an excise tax gross-up or modified gross-up •Agreements do not contain broad change in control definitions which could result in payments to executives without an actual change in control occurring •Severance agreements do not provide for a "good reason" severance definition that is triggered by company bankruptcy or other actions indicative of performance failures
Base Salary
(1)Mr. Carter served as Executive Chair of the Board from January 24, 2023 through December 1, 2023 and was paid a monthly salary of $65,000. Mr. Carter was subsequently appointed as interim Chief Executive Officer on June 1, 2024 and was paid a monthly salary of $85,000. (2)Mr. Ahmad, who served as our Interim Chief Financial Officer, was paid an hourly rate as an outside consultant and was not eligible to receive any bonus, cash incentive, equity grants, or severance pay. Actual fees paid for Mr. Ahmad’s services for the period of January 12, 2023, through September 30, 2023, were $1,156,383. Mr. Ahmad concluded his contract as Interim CFO on January 2, 2024 following the appointment of our new Chief Financial Officer but continued to be a consultant to the Company until June 8, 2024. As Mr. Ahmad was a contract employee, he was not eligible for, and did not receive, any severance pay. (3)Mr. Gray, who served as our Interim Chief Legal Officer from January 19, 2023 through December 9, 2023 was paid a monthly salary of $65,000 and did not receive equity awards. On December 10, 2023, Mr. Gray was appointed as our Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary and received his 2023 monthly salary of $65,000 through December 31, 2023. Starting January 1, 2024, Mr. Gray's base salary became $400,000.
Annual Cash Incentive
Annual Cash Incentive Our annual cash incentive plan is one of the key components of the “at-risk” compensation we offer to our executives. We utilize our annual cash incentive plan to reward performance achievements with a time horizon of one year or less. Our plan is intended to motivate and reward our executives for their annual contributions which support meeting our longer-term corporate financial and strategic goals aligned with the interests of our stockholders. In developing our annual cash incentive plan, the Compensation Committee sets targets which it believes reflect the business opportunity within our industry and are consistent with achieving our short and long-term goals. The target achievement levels are based on the Board-approved operating plan, which reflects the Company’s target performance for the upcoming fiscal year and are calibrated such that they are challenging enough to require strong and consistent efforts by the executives in order to be achieved. Based upon the recommendation of the Compensation Committee, the Board approved the Company’s executive annual cash incentive program for the fiscal year ended September 30, 2024 (the “2024 Annual Cash Incentive Plan”). Pursuant to the terms of the 2024 Annual Cash Incentive Plan, the Company’s executives were eligible to receive annual cash incentives based upon the achievement of certain corporate goals during the 2024 fiscal year. The Compensation Committee reviewed each executive’s target as a percentage of their base salary. As part of this review, the target for our CEO remained at 120% of his annualized salary, the target for our Chief Financial Officer was set at 65% of his annualized salary, the target for our Chief Legal Officer was set at 60% of his annualized salary, and the targets for our Senior Vice President, Deposit Solutions and Chief Product Officer remained at 50% of their respective annualized salaries. For participants who are director-level and above, 70% of the target annual cash incentive is based upon achievement of the revenue component of the 2024 Annual Cash Incentive Plan (with either (i) the full 70% based upon the primary business area or (ii) 55% and 15% based upon the primary and secondary business areas, respectively) and the remaining 30% is based upon achievement of the non-GAAP operating income1 component of the 2024 Annual Cash Incentive Plan, subject to additiona 1 The proportion of non-GAAP operating income as a percentage of GAAP revenue for the applicable fiscal year. Non-GAAP operating income is defined as GAAP operating income excluding the impact of amortization of acquisition-related intangibles, net changes in estimated fair value of acquisition-related contingent consideration, intellectual property and other legal costs, executive transition costs, stock-based compensation expense, non-recurring audit fees, enterprise risk, portfolio positioning and other related costs, and restructuring costs. l limitations, as set forth in the 2024 Annual Cash Incentive Plan. The maximum annual cash incentive payable to each executive under the 2024 Annual Cash Incentive Plan was 200% of their respective targets. Following the end of the 2024 fiscal year, the Compensation Committee assessed the Company’s performance against the established corporate performance components set forth in the Company’s 2024 Annual Cash Incentive Plan (as described above). The assessment showed that 90% of the target revenue had been achieved by the core identity business area, 97% of the target revenue had been achieved by the deposits business area, and 80% of the target non-GAAP operating margin had been achieved. As noted in the table below, this performance resulted in actual payout percentages of (i) 62% of target for Mr. Gray, Mr. Briggs and Mr. Lyle (whose payout reflects a pro-ration based on Mr. Lyle's start date with the Company), and (ii) 71% in the case of Mr. Diamond. The Compensation Committee awarded the following annual cash incentive amounts which were paid in the fourth calendar quarter of 2024:
Annual Cash Incentive
| Named Executive Officer | 2024 Annual Cash Incentive Target (as a percentage of base salary) | 2024 Annual Cash Incentive Target (base * target %) (1) | 2024 Actual Annual Cash Incentive(2) | | Scipio "Max" Carnecchia | 120% | $570,000 | $380,000 | | Scott Carter(3) | N/A | N/A | N/A | | David Lyle | 65% | $276,250 | $128,456 | | Fuad Ahmad(4) | N/A | N/A | N/A | | Jason Gray | 60% | $240,000 | $148,800 | | Michael E. Diamond | 50% | $187,500 | $132,375 | | Christopher Briggs | 50% | $167,500 | $103,850 |
Annual Cash Incentive
(1)Reflects the annualized 2024 Annual Cash Incentive Plan target of the named executive officer. (2)Mr. Carnecchia's 2024 Annual Cash Incentive was pro-rated and paid with his severance in accordance with the terms of his Employment Agreement which is included in "All Other Compensation" in the Summary Compensation Table below. (3)Mr. Carter’s compensation for serving as the Executive Chair of the Board during fiscal 2024 was set in the form of a base salary and an equity grant and Mr. Carter was not eligible for nor included in the 2024 Annual Cash Incentive Plan. (4)Mr. Ahmad, an outside consultant, served as an interim CFO until his contract concluded on January 2, 2024 when we hired our permanent CFO (though Mr. Ahmad continued to consult for the Company until June 8 2024 to ensure a successful transition). Mr. Ahmad was paid on an hourly basis and was not eligible to participate, nor included, in the 2024 Annual Cash Incentive Plan.
Equity-Based Incentives
Equity-Based Incentives Our long-term equity incentives are another key component of our “at-risk” compensation and are intended to reward longer-term performance and further align the interests of our executive officers with those of our stockholders. We believe that long-term performance is achieved through an ownership culture that rewards performance by our executive officers through the use of equity incentives. Other than our initial equity grants to our new Chief Executive Officer as described herein (which were 80% performance-based and 20% time-based), the Company’s current equity-based incentive practice is to grant a combination of time-based RSUs and performance-based RSUs (“PSUs”) to its executives with 50% of the grant value designated as RSUs and 50% of the grant value designated as PSUs. Equity incentives are granted to our executive officers under the Mitek Systems, Inc. Amended and Restated 2020 Incentive Plan (the “2020 Plan”). RSUs granted under the 2020 Plan may be issued in consideration of the recipient’s past or future services performed for the Company. RSUs generally vest over a period of four years from the date of grant and PSU’s generally vest in annual installments over a period of three years from the date of grant (each such year, a “Performance Period”) if the Company meets annual performance criteria for the applicable Performance Period. The annual performance criteria for each annual Performance Period are tied to whether the percentage increase in the value of our common stock meets or exceeds the percentage increase in the value of the Russell 2000 Index during such Performance Period. In order to make a determination as to whether the annual performance criteria are met, the Company reviews a hypothetical investment in both our common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investment is determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20- trading days. The percentage change is determined by comparing the increase in value to the starting investment. For PSU grants prior to our 2025 fiscal year, a portion of the PSUs may vest during a later Performance Period based on cumulative performance measured over the current and all previous Performance Periods ; however, this feature was eliminated from our program for the 2025 fiscal year. Typically, the size and form of the initial equity awards for our executive officers are established through arm’s length negotiation at the time the individual executive officer is hired. In order to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value, the Compensation Committee considers, among other things, the prospective role and responsibility, the competitive market for similar positions, and the amount of equity-based compensation which may have been forfeited by the executive officer at his or her former employer. Thereafter, the Compensation Committee reviews the equity holdings of our executive officers annually and recommends to the Board the grant of equity awards. The following table sets forth the number of equity awards granted during the fiscal year ended September 30, 2024:
Equity-Based Incentives
| Named Executive Officer | Restricted Stock Units(1) | Performance-based Restricted Stock Units(2) | | Scipio "Max" Carnecchia | 88,106 | 117,472 | | Scott Carter(3) | 40,355 | 40,355 | | David Lyle | 58,185 | 77,386 | | Fuad Ahmad(4) | — | — | | Jason Gray | 69,125 | 91,936 | | Michael E. Diamond | 35,243 | 46,873 | | Christopher Briggs | 28,635 | 38,084 |
Equity-Based Incentives
(1)The RSUs will vest over a period of four years with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, subject to the holder’s continued service to the Company through each vesting date. (2)The PSUs will vest in equal annual installments over a period of three years from the date of grant should certain performance metrics be achieved during the applicable Performance Period, subject to the holder’s continued service to the Company through each vesting date. Note: target amounts for these awards are 33% less as these unit amounts reflect the number of units which could vest based on over achievement of the target performance metrics. (3)In connection with his role as Interim Chief Executive Officer, Mr. Carter was granted RSUs that will vest over a period of one year and PSUs that will vest over a period of one year, subject to achieving performance targets. (4)Mr. Ahmad, an outside consultant, served as our interim Chief Financial Officer on a contract basis. As a consultant he was paid on an hourly basis and was not eligible for, and did not receive, any equity grants.
Severance and Change of Control Plans
Severance and Change of Control Plans The Compensation Committee provides our executives with severance and change of control protection when it determines that such protection is necessary to attract or retain an executive. Under the terms of their respective executive severance and change of control plans, each named executive officer is entitled to receive certain severance payments and benefits in the event that he is involuntarily terminated without cause or resigns for good reason and/or is terminated in connection with a change of control of the Company, subject in all cases to certain conditions. The severance payments and benefits that are payable under these plans are further described below in the section entitled “Potential Payments Upon Termination or Change of Control.”
2025 Target Pay Mix
2025 Target Pay Mix The chart below demonstrates our commitment to paying for performance, with a significant emphasis and weighting on at-risk forms of compensation. For 2025, 76% of our CEO’s target compensation and, on average, 45% of our other NEOs’ target compensation is based on Company and/or stock performance. Resultantly, base salaries comprise a relatively small portion of our NEOs’ compensation. New CEO Compensation Package. Our new Chief Executive Officer, Edward H. West, was appointed at the start of our 2025 fiscal year (October 1, 2024). In setting Mr. West's compensation package, the Compensation Committee, mindful of recent stockholder input on compensation matters, worked closely with our Compensation Consultant to craft a package that was weighted heavily toward at-risk pay for performance components designed to build stockholder value. Mr. West's base salary was set at $500,000 with a target annual cash incentive (based achievement by the Company of its revenue goals (50%) and adjusted EBITDA goals (50%)). Mr. West was also provided with a cash sign-on bonus of $250,000 that is subject to repayment under certain conditions related to continued employment. In addition, Mr. West was provided with long term equity incentives totaling $8,000,000, the components of which were heavily weighted towards performance with vesting of 80% of the at-target value in the form of performance-vesting restricted stock units and the remaining 20% in the form of service-based restricted stock units. For the performance-vesting restricted stock units, (i) 75% of such awards will vest, if at all, based upon the achievement of target-level stock price performance goals as compared to the Russell 2000 (with at-target vesting requiring the Company's stock price performance to equal or exceed the performance of the Russell 2000); and (ii) the remaining 25% of such awards will vest, if at all, upon the achievement of specific stock price performance goals with the at-target performance vesting requirement of increasing the price of the Company's common stock by 100% from the price of such stock on the date the equity was granted (which the Board, based on historical performance data, determined would exceed the past performance of the Russell 2000 and provide an aggressive performance target). In addition, the performance-vesting restricted stock units representing 25% of the performance awards require Mr. West to forfeit and/or return any such shares (including fully vested shares), if Mr. West's employment with the Company is terminated prior to October 1,2027 by the Company for Cause or through Mr. West's voluntary resignation (other than with good reason). The service based restricted stock units vest in equal annual installments over a four-year period based on continued service to the Company. The above is a summary of Mr. West's compensation for explanatory purposes and complete details of Mr. West's compensation are set forth below and in his Executive Employment Agreement filed as Exhibit 10.1 to our Form 8-K filed on October 1, 2024 with the Securities and Exchange Commission. Base Salary. Based on input from the Compensation Consultant relative to competitive market levels, the Compensation Committee recommended the base salaries of Messrs. Lyle, Gray, Diamond, and Briggs remained unchanged from their 2024 levels as this component of compensation was deemed appropriate. The following table summarizes the base salaries of our NEOs for the fiscal years ending September 30, 2024 and 2025 and for our new CEO for the fiscal year ending September 30, 2025:
2025 Target Pay Mix
(1)These base salaries were effective beginning January 1, 2025. (2)Mr. West was hired on October 1, 2024. Annual Cash Incentive. In January 2025, the Board, based upon the recommendation of the Compensation Committee, approved the Company’s annual cash incentive program for the fiscal year ending September 30, 2025 (the “2025 Annual Cash Incentive Plan”). Pursuant to the terms of the 2025 Annual Cash Incentive Plan, the Company’s executive officers will be eligible to receive cash incentives based upon the achievement of certain corporate and individual performance goals during the 2025 fiscal year. These incentives are designed to attract, motivate, retain and reward the Company’s executives. Under the 2025 Annual Cash Incentive Plan, our Chief Executive Officer has a bonus target equal to 100% of his annualized salary (reduced from 120% from our 2024 Annual Cash Incentive Plan); our permanent Chief Financial Officer hired in January of 2024 has a bonus target equal to 65% of his annualized salary; our Chief Legal Officer has a target equal to 60% of his annualized salary; and our Senior Vice President, Deposit Solutions and Chief Product Officer have bonus targets equal to 50% of their annualized salaries (also unchanged from our 2024 Annual Cash Incentive Plan). Under the 2025 Annual Cash Incentive Plan, achievement is tied to two financial metrics, revenue and adjusted EBITDA calculated with respect to the Company’s key business areas of deposits and identity. Participants in the plan are assigned both a primary business area target and/or a total company target for purposes of the revenue component of the 2025 Annual Cash Incentive Plan. For participants who are director-level and above, 50% of the target incentive is based upon achievement of the revenue component(s) of the 2025 Annual Cash Incentive Plan (with either (i) the full 50% based upon the primary revenue or (ii) 40% and 10% based upon the primary and secondary business areas, respectively) and the remaining 50% is based upon achievement of the adjusted EBITDA component of the 2025 Annual Cash Incentive Plan (in both instances excluding the impact of any in-year acquisitions). The maximum incentive payable to each executive under the 2025 Annual Cash Incentive Plan is 200% of their respective targets. Under the 2025 Annual Cash Incentive Plan, the Board maintains the sole discretion with respect to the Chief Executive Officer and his direct reports to modify individual achievement by up to 10% of a participant’s target incentive amount based upon individual performance and contribution. Equity-Based Incentives. The Board, based upon the recommendation of the Compensation Committee, approved the following grants of time-based RSUs and PSUs for the fiscal year ending September 30, 2025:
2025 Target Pay Mix
| Named Executive Officer | Restricted Stock Units(1) | Performance-based Restricted Stock Units(2) | | Edward H. West(4) | 187,427 | 735,293 | | David Lyle(3) | 66,225 | 66,225 | | Jason Gray(3) | 46,909 | 46,909 | | Michael E. Diamond(3) | 55,187 | 55,187 | | Christopher Briggs(3) | 27,593 | 27,593 |
2025 Target Pay Mix
(1)The RSUs will vest in equal installments over a period of four years from the date of grant. (2)The PSUs for Messrs. Lyle, Gray, Diamond, and Briggs vest in annual installments over a period of three years from the date of grant should certain performance metrics be achieved. The PSUs will vest an additional 100% based on over-achievement of the aforementioned performance metrics. The PSUs for Mr. West are comprised of two awards. One award is, 562,283 PSUs that vest in annual installments over a period of three years from the date of grant should certain performance metrics be achieved (and an additional 33% of those PSUs will vest upon over-achievement of the aforementioned performance metrics). The second award is 173,010 PSUs that vest subject to a three-year service period should certain performance metrics be achieved during a five-year period from the date of grant (with an additional 33% of such PSUs vesting if the aforementioned performance metrics are exceeded. (3)This grant was approved by the Board on December 8, 2024. (4)This grant was approved by the Compensation Committee on September 29, 2024.
Summary Compensation Table
Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the fiscal years ended September 30, 2024, 2023 and 2022:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Scipio "Max" Carnecchia Former Chief Executive Officer | 2024 | 385,174 | — | 2,336,834 | 989,679 | — | 889,513 | 4,601,200 | | | 2023 | 468,750 | — | 2,295,513 | — | 449,531 | 863 | 3,214,657 | | | 2022 | 450,000 | — | 4,701,320 | — | 459,000 | 720 | 5,611,040 | | Scott Carter Interim Chief Executive Officer and Executive Chair of the Board | 2024 | 507,499 | — | 828,086 | — | — | 585 | 1,336,170 | | | 2023 | 536,250 | — | 1,000,002 | — | — | 553 | 1,536,805 | | David Lyle Chief Financial Officer | 2024 | 317,140 | — | 1,759,892 | — | 128,456 | 878 | 2,206,366 | | Fuad Ahmad Former Interim Chief Financial Officer | 2024 | 1,016,288(4) | — | — | — | — | — | 1,016,288 | | | 2023 | 1,156,383(4) | — | — | — | — | — | 1,156,383 | | Jason Gray Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | 2024 | 495,000 | — | 1,732,802 | — | 148,800 | 1,170 | 2,377,772 | | Michael E. Diamond Senior Vice President, Deposit Solutions | 2024 | 368,750 | — | 933,423 | — | 132,375 | 1,915 | 1,436,463 | | | 2023 | 341,037 | — | 573,886 | — | 195,326 | 863 | 1,111,112 | | | 2022 | 311,862 | — | 822,742 | — | 169,641 | 1,590 | 1,305,835 | | Christopher Briggs Chief Product Officer | 2024 | 332,500 | — | 758,403 | — | 103,850 | 1,920 | 1,196,673 | | | 2023 | 324,880 | — | 573,886 | — | 128,156 | 1,613 | 1,028,535 |
Summary Compensation Table
(1)The amounts shown under the “Stock Awards” column and the “Option Awards” column represent the aggregate grant date fair value of RSUs (including certain Senior Executive Performance RSUs) and option awards, respectively, granted to each NEO in the year indicated, computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 16, 2024. As of November and December 2024, the performance period for our Senior Executive Performance RSUs ended and the Company’s stock performance during the performance period resulted in the partial vesting of the Senior Executive Performance RSUs. Amounts for Mr. Carnecchia include additional stock-based compensation charges recognized in accordance with FASB ASC Topic 718 of $989,679 related to the extension of the post-termination exercise period for his vested stock options. This value reflects the fair value of the modified awards as of May 31, 2024 and does not reflect additional grants to Mr. Carnecchia. (2)The amounts shown under the Non-Equity Incentive Plan Compensation column represent annual cash bonuses earned pursuant to the Company’s annual cash incentive plans that were in effect for the applicable year. (3)Represents group term life insurance and long-term disability premiums and wellness benefits paid on behalf of our NEOs in the fiscal years ended September 30, 2024, 2023, and 2022, unless otherwise noted. The amounts for Mr. Carnecchia include $888,763 of severance payments and benefits and $750 of wellness benefits. (4)Represents fees paid for Mr. Ahmad’s services as an outside consultant, serving as our Interim CFO on a contract basis from January 12, 2023, through January 2, 2024 and advisor through June 8, 2024.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The table below sets forth the annual compensation earned by our NEOs for the fiscal years ended September 30, 2024:
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Non--Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Scipio "Max" Carnecchia | 12/01/2023 | — | — | — | 44,053 | 88,106 | 117,472 | 88,106 | $2,336,834 | | Scott Carter | 06/04/2024 | — | — | — | 20,178 | 40,355 | 40,355 | 40,355 | $828,085 | | David Lyle | 01/02/2024 | — | — | — | 29,093 | 58,185 | 77,386 | 58,185 | $1,759,892 | | | 03/19/2024 | 49,725 | 276,250 | 552,500 | — | — | — | — | — | | Fuad Ahmad(5) | N/A | — | — | — | — | — | — | — | — | | Jason Gray | 12/10/2023 | — | — | — | 34,563 | 69,125 | 91,936 | 69,125 | $1,732,802 | | | 03/19/2024 | 43,200 | 240,000 | 480,000 | — | — | — | — | — | | Michael E. Diamond | 12/01/2023 | — | — | — | 17,622 | 35,243 | 46,873 | 35,243 | $933,423 | | | 03/19/2024 | 33,750 | 187,500 | 375,000 | — | — | — | — | — | | Christopher Briggs | 12/01/2023 | — | — | — | 14,318 | 28,635 | 38,084 | 28,635 | $758,403 | | | 03/19/2024 | 30,150 | 167,500 | 335,000 | — | — | — | — | — |
Grants of Plan-Based Awards
(1)These NEOs, with the exception of Messrs. Carnecchia, Carter and Ahmad, were participants in the 2024 Cash Incentive Plan and were eligible to receive cash bonuses based upon the achievement of certain corporate performance goals as described below. (2)This column sets forth the number of shares of common stock underlying the PSUs that were granted to the NEOs. If the NEOs do not satisfy the performance-based vesting conditions with respect to such PSU awards, such awards will not vest, and the NEOs will not receive any shares of Common Stock with respect to such awards. Once the performance-based vesting condition is achieved and the time-based vesting periods are complete, the full amount of the PSUs will become vested and payable to the NEOs. See section titled “Equity-Based Incentives” and footnote (3) below for further information. (3)RSUs and PSUs were granted to Messrs. Carnecchia, Diamond, and Briggs on December 1, 2023 and to Mr. Gray on December 10, 2023. 50% of the grant value was designated as RSUs and 50% of the grant value designated as PSUs. The RSUs will vest 25% of the shares over four years on each one-year anniversary of the respective date of grant. The PSUs will vest in equal annual installments over a period of three years from the respective date of grant should certain performance metrics be achieved during the applicable Performance Period. The performance metrics with respect to the vesting of the PSUs are tied to the percentage increase in the value of our common stock as compared to the percentage increase in the value of the Russell 2000 Index during the applicable Performance Period. In order to make a determination as to whether the annual performance criteria is met, the Company reviews a hypothetical investment in both our common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investment is determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The percentage change is determined by comparing the increase in value to the starting investment. To the extent that our common stock performance is less than equal to, but at least 85% of, the performance of the Russell 2000 Index, a pro-rata portion of the shares will be vested. To the extent that our common stock performance is greater than 100% of the performance of the Russell 2000 Index, a pro-rata portion of additional shares will vest. Additionally, a portion of the PSUs may vest during a later Performance Period if the cumulative percentage increase in value of our common stock measured over the current and all previous Performance Periods exceeds the cumulative percentage increase in value of the Russell 2000 Index. RSUs and PSUs were also granted to Mr. Carter on June 4, 2024 in connection with his role as Interim CEO. The RSUs granted to Mr. Carter will vested in full on October 1, 2024 when the Company hired Edward West as the new CEO. The PSUs granted to Mr. Carter satisfied the one-year service condition on October 1, 2024 when the Company hired Edward West as the new CEO and will vest if the annual performance criteria based on the performance of the Company’s common stock have been met. RSUs and PSUs were granted to Mr. Lyle on January 2, 2024 in connection with his hiring with 50% of the grant value was designated as RSUs and 50% of the grant value designated as PSUs. The RSUs will vest 25% of the shares over four years on each one-year anniversary of the respective date of grant. The PSUs will vest in equal annual installments over a period of three years from the respective date of grant should certain performance metrics be achieved with similar terms to the December 1, 2023 PSU grants. (4)The amounts disclosed in the “Grant Date Fair Value of Stock and Option Awards” column are equal to the aggregate grant date fair value of each RSU and PSU award computed in accordance with ASC Topic 718. A discussion of the assumptions used in calculating the grant date fair value is set forth in Note 8 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 16, 2024. (5)As an outside consultant serving as our Interim Chief Financial Officer on a contract basis, Mr. Ahmad was not eligible to participate in the 2024 Cash Incentive Plan or Equity Plan.
Narrative Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Discussion of Summary Compensation Table and Grants of Plan-Based Awards Table For a narrative discussion of the Summary Compensation Table and the Grants of Plan-Based Awards table, see the footnotes to the tables as well as the Compensation Discussion and Analysis of this Proxy Statement. In addition, below is a description of the material compensation-related terms of all employment arrangements in effect during the fiscal year ended September 30, 2024 with our NEOs, including annual base salaries during the fiscal year ended September 30, 2024 as well as their current annual base salaries. For a description of the payments and benefits that would be provided to our NEOs in connection with a termination of their employment or a change of control, see the section below entitled “Potential Payments Upon Termination or Change of Control.”
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of September 30, 2024:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Scipio "Max" Carnecchia | 90,939(3) | — | — | 9.50 | 11/06/2028 | — | — | | | 81,240(4) | — | — | 9.50 | 11/06/2028 | — | — | | | 717,363(5) | — | — | 9.50 | 11/06/2028 | — | — | | Scott Carter | — | — | — | — | N/A | 50,762(7) | 440,107 | | | — | — | — | — | N/A | 40,355(8) | 349,878 | | | — | — | — | — | N/A | 40,355(9) | 349,878 | | David Lyle | — | — | — | — | N/A | 58,185(10) | — | | | — | — | — | — | N/A | 58,185(11) | 504,464 | | Fuad Ahmad | — | — | — | — | N/A | —(12) | — | | Jason Gray | — | — | — | — | N/A | 69,125(13) | 599,314 | | | — | — | — | — | N/A | 69,125(14) | 599,314 | | Michael E. Diamond | 8,216(6) | — | — | 8.60 | 11/15/2027 | — | — | | | 60,626(3) | — | — | 9.50 | 11/06/2028 | — | — | | | — | — | — | — | N/A | 3,696(15) | 32,044 | | | — | — | — | — | N/A | 10,325(16) | 89,518 | | | — | — | — | — | N/A | 6,883(17) | 59,676 | | | — | — | — | — | N/A | 18,329(18) | 158,912 | | | — | — | — | — | N/A | 16,292(19) | 141,252 | | | — | — | — | — | N/A | 35,243(20) | 305,557 | | | — | — | — | — | N/A | 35,243(21) | 305,557 | | Christopher Briggs | — | — | — | — | N/A | 14,738(22) | 127,778 | | | — | — | — | — | N/A | 18,329(18) | 158,912 | | | — | — | — | — | N/A | 16,292(19) | 141,252 | | | — | — | — | — | N/A | 28,635(20) | 248,265 | | | — | — | — | — | N/A | 28,635(21) | 248,265 |
Outstanding Equity Awards at Fiscal Year-End
(1)The option awards expire 10 years from the date of grant, and may be subject to earlier expiration in connection with a termination of employment. Mr. Carnecchia’s options will expire on September 30, 2025 if not exercised prior to that date. (2)The closing price of our common stock on the Nasdaq Capital Market as of September 30, 2024 was $8.67 per share. (3)The shares subject to the option award vested over a period of four years from November 6, 2018, the date of grant, with 25% of the shares subject to the award having vested on the first anniversary of the date of grant and the remaining shares subject to such option vesting in equal monthly installments thereafter, and were fully vested on November 6, 2022. On May 31, 2024, Mr. Carnecchia was terminated and in connection with his termination the Board extended the exercise period from the standard 90 days post-termination to September 30, 2025. (4)The shares subject to the option award vested over a period of five years from November 6, 2018, the date of grant, with 25% of the shares subject to the award having vested on the first anniversary of the date of grant and the remaining shares subject to such option vesting in equal monthly installments thereafter, and were fully vested on November 6, 2023. On May 31, 2024, Mr. Carnecchia was terminated and in connection with his termination the Board extended the exercise period from the standard 90 days post-termination to September 30, 2025. (5)The shares subject to the performance equity award vested upon the closing market price of the Company’s common stock achieving certain predetermined levels and Mr. Carnecchia’s serving as the CEO of the Company for at least three years. On May 31, 2024, Mr. Carnecchia was terminated and in connection with his termination the Board extended the exercise period from the standard 90 days post-termination to September 30, 2025. (6)The shares subject to the option award vested over a period of four years from November 15, 2017, the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal monthly installments, and were fully vested on November 15, 2021. (7)The shares subject to the RSU award vest over a period of two years from January 24, 2023, the date of grant, with 50% of the shares subject to the award vesting on the first and second anniversaries of the date of grant and will be fully vested on January 24, 2025. (8)The shares subject to the RSU award vest over a period of one year from June 4, 2024, the date of grant, with 100% of the shares subject to the award vesting on the first anniversary of the date of grant and will be fully vested on June 4, 2025. (9)The shares subject to the PSU award vest over a period of one year from June 4, 2024, the date of grant, with 100% of the shares subject to the award vesting on the first anniversary of the date of grant and will be fully vested on June 4, 2025, subject to the achievement of the annual performance criteria. (10)The shares subject to the RSU award vest over a period of four years from January 2, 2024, the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, and will be fully vested on January 2, 2028. (11)The shares subject to the PSU award vest over a period of three years from January 2, 2024, the date of grant, with 33.33% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, and will be fully vested on January 2, 2027, subject to the achievement of the annual performance criteria. (12)Mr. Ahmad had no equity awards outstanding at September 30, 2024. (13)The shares subject to the RSU award vest over a period of four years from December 10, 2023, the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, and will be fully vested on December 10, 2027. (14)The shares subject to the PSU award vest over a period of three years from December 10, 2023, the date of grant, with 33.33% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, and will be fully vested on December 10, 2026, subject to the achievement of the annual performance criteria. (15)The shares subject to the RSU award vest over a period of four years from November 27, 2020, the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal installments, and will be fully vested on November 27, 2024. (16)The shares subject to the RSU award vest over a period of four years from November 26, 2021, the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, and will be fully vested on November 26, 2025. (17)The shares subject to the PSU award vest over a period of three years from November 26, 2021, the date of grant, with 33.33% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, and will be fully vested on November 26, 2024, subject to the achievement of the annual performance criteria. (18)The shares subject to the RSU award vest over a period of four years from November 30, 2022, the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal installments, and will be fully vested on November 30, 2026. (19)The shares subject to the PSU award vest over a period of three years from November 30, 2022, the date of grant, with 33.33% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, and will be fully vested on November 30, 2025, subject to the achievement of the annual performance criteria. (20)The shares subject to the RSU award vest over a period of four years from December 1, 2023, the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal installments, and will be fully vested on December 1, 2027. (21)The shares subject to the PSU award vest over a period of three years from December 1, 2023, the date of grant, with 33.33% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, and will be fully vested on December 1, 2026, subject to the achievement of the annual performance criteria. (22)The shares subject to the RSU award vest over a period of four years from May 16, 2022, the date of grant, with 25% of the shares subject to the award vesting on the first anniversary of the date of grant and thereafter in equal annual installments, and will be fully vested on May 16, 2026.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information regarding exercise of option awards and vesting of shares underlying RSUs for our NEOs for the fiscal year ended September 30, 2024:
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(3) | | Scipio "Max" Carnecchia | 82,637 | $1,104,098 | 223,711 | $2,539,771 | | Scott Carter | — | — | — | — | | David Lyle | — | — | — | — | | Fuad Ahmad | — | — | — | — | | Jason Gray | — | — | — | — | | Michael E. Diamond | — | — | 46,086 | 514,440 | | Christopher Briggs | — | — | 40,508 | 511,879 |
Option Exercises and Stock Vested
(1)The value realized equals the number of shares acquired on exercise multiplied by the difference between the per share closing price of the Company’s common stock on the date of exercise and the per share exercise price of the option. (2)Amounts include shares tendered to us for payment of payroll tax obligations. (3)The value realized equals the number of shares vested multiplied by the per share closing price of the Company’s common stock on the date of vesting.
Pension Benefits, Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation
Pension Benefits, Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation No pension benefits were paid to any of our NEOs during the fiscal year ended September 30, 2024. We do not currently sponsor any non-qualified defined contribution plans or non-qualified deferred compensation plans.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Principal Executive Officer ("PEO") Pay Ratio
Principal Executive Officer ("PEO") Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable SEC rules, we have prepared the ratio of the annual total compensation of our PEO to the median employee’s annual total compensation. We identified our median employee on July 31, 2024, and our PEO as of that date was Scott Carter, our former Interim CEO. For the year ended September 30, 2024, total compensation of Mr. Carter was $1,336,170, as reported in the "Total" column of the Summary Compensation Table on page 43. As Mr. Carter was appointed Interim CEO effective June 1, 2024, we annualized his salary and the amounts we paid for group term life insurance, long-term disability premiums and wellness on behalf of Mr. Carter and added the disclosed value of his Stock Awards to arrive at total compensation of $2,360,736. We annualized Mr. Carter's total compensation as follows:
Principal Executive Officer ("PEO") Pay Ratio
| Components of Executive Compensation | Actual Values from Summary Compensation Table | For PEO Pay Ratio: Annualized Values + One-Time Values | Rationale | | Salary | $507,499 | $1,530,885 | Annualized: Salary based on an annual rate for the year | | Bonus | — | — | | | Stock Awards | 828,086 | 828,086 | Not Annualized: One-time award of RSUs and PSUs | | Option Awards | — | — | | | Non-Equity Incentive Plan Compensation | — | — | | | All Other Compensation | 585 | 1,765 | Annualized: Company contributions to health and welfare plans | | Total PEO Pay | $1,336,170 | $2,360,736 | |
Principal Executive Officer ("PEO") Pay Ratio
The median employee’s (excluding the PEO) annual total compensation for 2024 was $76,115 Based on the foregoing, our estimate of the ratio of the annual total compensation of our PEO to the annual total compensation of our median employee was 31 to 1. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to choose from a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, our pay ratio may not be comparable to the pay ratio reported by other companies. Our PEO to median employee ratio is a reasonable estimate calculated in a manner that is consistent with SEC rules based on a combination of compensation data from global payroll and human resources records and using the methodology, assumptions and estimates described below. In identifying our median employee, we used the annual base salary for each employee included in the Company’s payroll and other compensation records. All compensation amounts were annualized for permanent employees who did not work for the entire year, such as new hires and employees on paid or unpaid leaves of absence. We did not apply any cost-of-living adjustments nor did we use any form of statistical sampling. We captured employees as of July 31, 2024, consisting of approximately 584 individuals located worldwide (approximately 419 of which are located internationally). We did not exclude any employees from our determination of the median employee. During fiscal 2024, we paid our non-US employees in local foreign currency, which included Euros, GBPs, Pesos and Rubles. Amounts were converted into U.S. Dollars based on applicable exchange rates as of July 31, 2024 for purposes of calculating the PEO to median employee ratio.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (the “CAP”) to our principal executive officer (“PEO”) and our other NEOs (the “Non-PEO NEOs”) and certain financial performance of the Company. The CAP does not reflect the actual amount of compensation earned, realized or received by the PEOs or Non-PEO NEOs during the applicable fiscal year. The following table shows the past three fiscal years’ total compensation for our PEO, and on an average basis, our NEOs for the past three fiscal years as set forth in the “Summary Compensation Table”, the CAP to our PEO, and on an average basis, our Non-PEO NEOs (in each case, as determined under SEC rules) our total shareholder return (“TSR”), the TSR for companies in the Nasdaq-100 Technology Sector Index, our net income, and our Company-Selected Measure, revenue. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to “Executive Compensation—Compensation Discussion and Analysis” on page 34 of this Proxy Statement.
Pay Versus Performance
| Fiscal Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(2) | Compensation Actually Paid to First PEO(3) | Compensation Actually Paid to Second PEO(4) | Average Summary Compensation Table Total for non-PEO NEOs(5) | Average Compensation Actually Paid to non-PEO NEOs(6) | Value of Initial Fixed $100 Investment Based On: | | Net Income(9) ($ thousands) | Revenue (10) ($ thousands) | | | | | | | | | Total Shareholder Return(7) | Peer Group Total Shareholder Return(8) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (i) | | 2024 | $3,611,521 | $1,336,170 | $(1,547,422) | $938,417 | $1,646,712 | $1,145,754 | $68.05 | $163.13 | $3,278 | $172,083 | | 2023 | $3,214,657 | $— | $3,499,765 | $— | $1,062,634 | $1,073,041 | $84.14 | $124.02 | $8,027 | $172,552 | | 2022 | $5,611,040 | $— | $(264,226) | $— | $1,201,439 | $337,407 | $71.90 | $89.41 | $3,694 | $144,804 | | 2021 | $3,461,041 | $— | $9,567,265 | $— | $973,850 | $1,492,359 | $145.21 | $134.44 | $7,978 | $119,797 |
Pay Versus Performance
(1)The dollar amounts reported in this column are the amounts of total compensation reported for Scipio Maximus Carnecchia (our former Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table” for additional information. (2)The dollar amounts reported in this column are the amounts of total compensation reported for Scott Carter (our former Interim Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table” for additional information. (3)The dollar amounts reported in this column represent the CAP to Mr. Carnecchia, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect actual compensation earned by or paid to Mr. Carnecchia during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Carnecchia's total compensation reported in the Summary Compensation Table for each year to determine the CAP:
Pay Versus Performance
| Fiscal Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO ($) | | 2024 | $3,611,521 | $(2,336,834) | $(2,822,109) | $(1,547,422) | | 2023 | $3,214,657 | $(2,295,513) | $2,580,621 | $3,499,765 | | 2022 | $5,611,040 | $(4,701,320) | $(1,173,946) | $(264,226) | | 2021 | $3,461,041 | $(2,283,961) | $8,390,185 | $9,567,265 |
Pay Versus Performance
a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable year. b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
| Fiscal Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $— | $— | $— | $108,826 | $(2,930,935) | $— | $(2,822,109) | | 2023 | $2,121,544 | $450,314 | $— | $8,763 | $— | $— | $2,580,621 | | 2022 | $1,993,329 | $(2,373,751) | $— | $(793,524) | $— | $— | $(1,173,946) | | 2021 | $3,233,450 | $4,946,721 | $— | $210,014 | $— | $— | $8,390,185 |
Pay Versus Performance
(4)The dollar amounts reported in this column represent the CAP to Mr. Carter, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect actual compensation earned by or paid to Mr. Carter during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Carter's total compensation reported in the Summary Compensation Table for each year to determine the CAP:
Pay Versus Performance
| Fiscal Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO ($) | | 2024 | $1,336,170 | $(828,086) | $430,333 | $938,417 | | 2023 | $— | $— | $— | $— | | 2022 | $— | $— | $— | $— | | 2021 | $— | $— | $— | $— |
Pay Versus Performance
a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable year. b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
| Fiscal Year | Year End Fair Value of Equity Awards | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $444,040 | $(104,062) | $— | $90,355 | $— | $— | $430,333 | | 2023 | $— | $— | $— | $— | $— | $— | $— | | 2022 | $— | $— | $— | $— | $— | $— | $— | | 2021 | $— | $— | $— | $— | $— | $— | $— |
Pay Versus Performance
(5)The dollar amounts reported in this column represent the average of the amounts reported for the NEOs as a group (excluding Mr. Carnecchia and Mr. Carter) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal year 2024, David Lyle, Michael Diamond, Christopher Briggs, Fuad Ahmad, and Jason Gray; (ii) for fiscal year 2023, Frank Teruel, Michael Diamond, Christopher Briggs, Fuad Ahmad, and Scott Carter; (iii) for fiscal year 2022, Frank Teruel, Michael Diamond, Stephen Ritter and Scott Marcus; and (iv) for fiscal year 2021, Frank Teruel, Jeffrey Davison, Michael Diamond, Jason Gray, and Stephen Ritter. Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” for additional information. (6)The dollar amounts reported in this column represent the average amount of the CAP to the Non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation reported in the Summary Compensation Table for the Non-PEO NEOs for each year to determine the CAP, using the same methodology described above in Note (2):
Pay Versus Performance
| Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $1,646,712 | $(1,036,904) | $535,946 | $1,145,754 | | 2023 | $1,062,634 | $(498,421) | $508,828 | $1,073,041 | | 2022 | $1,201,439 | $(747,143) | $(116,889) | $337,407 | | 2021 | $973,850 | $(460,978) | $979,487 | $1,492,359 |
Pay Versus Performance
a.The amounts deducted or added in calculating the total average award adjustments are as follows:
Pay Versus Performance
| Fiscal Year | Average Year End Fair Value of Equity Awards | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends of Other Earnings Paid on Stock or Options Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2024 | $592,500 | $(83,624) | $— | $27,070 | $— | $— | $535,946 | | 2023 | $461,257 | $51,677 | $— | $3,027 | $(7,133) | $— | $508,828 | | 2022 | $352,010 | $(379,700) | $— | $(89,199) | $— | $— | $(116,889) | | 2021 | $556,942 | $273,505 | $— | $149,040 | $— | $— | $979,487 |
Pay Versus Performance
(7)Cumulative TSR is calculated by (i) dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (ii) the Company’s share price at the beginning of the measurement period. (8)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group for this purpose is the NASDAQ - 100 Technology Sector Index and is the same peer group used by the Company in the Stock Performance Graph in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the “Peer Group”). (9)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (10)While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation program, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link the CAP to the Company’s NEOs, for the most recently completed fiscal year. The dollar amounts reported represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year.
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above. CAP and Company’s TSR versus Peer TSR The following graph sets forth the relationship between the CAP to our PEO, the average of CAP to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years. In addition, the graph demonstrates the overall performance of the Company’s TSR as compared to the TSR of its Compensation Peer Group. CAP and Net Income The following graph sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and the Company’s net income over the four most recently completed fiscal years. CAP and Revenue The following graph sets forth the relationship between CAP to our PEO, the average of CAP to our Non-PEO NEOs, and the Company’s revenue over the three most recently completed fiscal years. Compensation Committee Report The Compensation Committee of our Board of Directors has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the foregoing Compensation Discussion and Analysis be included in this Proxy Statement.