DEF 14A of Mitek Systems Inc
Filed Jan 26, 2026 · FY20250001628280-26-003469
Director Nominees
Director Nominees Our board members are elected each year at our annual meeting. Our board currently consists of eight members, seven of whom are independent. Upon the recommendation of the Nominating and Corporate Governance Committee (the "nominating committee"), the board has nominated the eight incumbent directors listed below for election at the annual meeting. These nominees bring a wide variety of relevant skills, professional experience and backgrounds, as well as diverse viewpoints and perspectives to represent the long-term interests of our stockholders and to fulfill the leadership and oversight responsibilities of the board. Unless authorization to do so is withheld, it is intended that the persons named in this proxy statement will vote for the election of the eight director nominees proposed by the board. If any nominee listed below becomes unable to stand for election at the annual meeting, the persons named as proxies may vote for any person designated by the board to replace the nominee. Alternatively, the proxies may vote for the remaining nominees and leave a vacancy that the board may fill later, or the board may reduce the authorized number of directors. Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected and the board is not aware of any nominee who is unable or will decline to serve as a director. The eight director nominees receiving the highest number of votes at the annual meeting will be elected to the board to serve until Mitek's 2027 Annual Meeting of Stockholders or until they are succeeded by another qualified director who has been duly elected. The board recommends a vote FOR each director nominee.
Director Nominees
| | | | | Committee Memberships | | | | Director Nominee(1) | Independent | Age | Director Since | AC | HCC | NGC | | Scott Carter Director & Chair of the Board | Yes | 56 | 2022 | | | | | James D. Fay Director | Yes | 52 | 2024 | | | | | Rahul Gupta Director | Yes | 66 | 2022 | | | | | Susan Repo Director & Audit Committee Chair | Yes | 58 | 2021 | | | | | Mark Rossi Director | Yes | 69 | 2025 | | | | | Kimberly Stevenson Director & Human Capital Committee Chair | Yes | 63 | 2020 | | | | | Donna Wells Director & Nominating Committee Chair | Yes | 64 | 2019 | | | | | Edward H. West Director & Chief Executive Officer | No | 59 | 2024 | | | |
Director Nominees
Key to Committees:
Director Nominees
| AC | Audit Committee | HCC | Human Capital Committee | NGC | Nominating Committee |
Director Nominees
(1)Our existing board and director nominees represent a diverse slate with women constituting approximately 40% of the board and non-caucasian members constituting approximately 25% of the board. In addition, all three of our standing committees are currently chaired by women.
Specific Skills to Be Represented on the Board
Specific Skills to Be Represented on the Board In consultation with our outside advisors, we have undertaken a review of the skills most critical for our directors to possess to enable effective oversight and evaluated each member of our current board based on these qualities. It is important to note that not every board member needs to be a leader in every area, nor does leadership in a larger number of areas make a board member “better;” it is only critical that each quality is represented on our board. This table is intended to provide a high-level summary of our director nominee's qualifications and is not a complete list of each director nominee's strengths or contributions to the board. Additional details on each director nominee is set forth in their biographies.
Specific Skills to Be Represented on the Board
| Skills and Experience | Carter | Fay | Gupta | Repo | Rossi | Stevenson | Wells | West | | Corporate Governance Experience as a director of another publicly listed company. | | | | | | | | | | Strategic Planning Experience as a senior executive or board member in the development of annual corporate strategic plans, including capital allocation, and mergers, acquisitions, or divestiture decision-making. | | | | | | | | | | Executive Leadership Experience as a CEO/President or senior executive in a complex business. | | | | | | | | | | Industry Experience in enterprise software, financial services, identity verification, or fraud prevention. | | | | | | | | | | Finance/ Accounting/ Audit Experience in preparing, auditing, analyzing, or evaluating financial statements for a complex business. | | | | | | | | | | Capital Markets Experience in debt and equity markets, corporate finance, investor and analyst relations. | | | | | | | | | | Human Capital Management and Executive Compensation Experience in human resource strategy and planning, leadership management, development, and incentive plans. | | | | | | | | | | Technology Experience as a senior executive in a software company responsible for strategy, product leadership, software development, corporate IT, or cybersecurity. | | | | | | | | | | Product/ Marketing/ Sales Experience as a CPO, CMO or senior Revenue/Growth/ Customer executive in a complex business. | | | | | | | | | | International Experience as a senior executive in a complex business with material operations outside the United States. | | | | | | | | |
Director Biographies
Director Biographies The following is a brief biographical summary of the experience of our directors and director nominees:
Director Biographies
| INDEPENDENT Age: 56 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 • Directorship Certification from the National Association of Corporate Directors (NACD) | Scott Carter 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 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 previously served on the boards of Vital4, LendingUSA, Guardinex and Ubiq Security (board chair) - all private companies. 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, Finance/Accounting/Audit, Human Capital Management and Executive Compensation, Technology, Product/Marketing/Sales, International. |
Director Biographies
| INDEPENDENT Age: 52 Director Since: 2024 Board Committees • Audit •Human Capital Education • Bachelor of Arts: International Business and French Language, North Central College • Juris Doctor (JD): Harvard Law School | James D. Fay Mr. Fay served as Chief Financial Officer at Matterport, Inc. (Nasdaq: MTTR) until August 2025 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 oversaw the company’s financial operations since 2017, during which time the company quintupled its revenues. He guided Matterport through a process 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 both regular way and De-SPAC 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 Business. |
Director Biographies
| INDEPENDENT Age: 66 Director Since: 2022 Board Committees • Nominating • Human Capital 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 | Rahul Gupta Mr. Gupta 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. More recently he 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 of 2019. In prior roles, Mr. Gupta served as President at eFunds (sold to FIS), CEO of a payments joint venture, President of a digital marketing company, and also held senior roles at Fidelity Investments and PriceWaterhouseCoopers (PWC). Mr. Gupta is a current board member at the following companies: Corpay, Avant, SavvyMoney, Solutions by Text, and Capital Good Fund. Additionally, he is an advisor at NYCA, a venture capital fund, and 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
| INDEPENDENT Age: 58 Director Since: 2021 Board Committees • Audit (Chair) • Nominating and Corporate Governance Other Current Public Company Directorships • Fiskars Group Former Public Company Directorships • 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 | Susan Repo Ms. Repo most recently served as Chief Financial Officer of ICEYE, a Finnish earth observation data and insights company through its own micro satellite constellation from February 2021 to August 2025. 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., now merged with Hewlett Packard Enterprise, 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 served on the board of directors of Matterport, Inc. from 2022 to 2025, which was acquired by CoStar Group for nearly $2 billion, and served as Audit Chair as well as member of the Nomination and Governance Committee. Ms. Repo also serves on the board and as Audit Chair of the Fiskars Group, a NASDAQ public company in Finland and on the board and as a member of the audit committee of General Motors 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, executive leadership, strategic finance and governance experience 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
| INDEPENDENT Age: 69 Director Since: 2025 Board Committees • Audit Other Current Public Company Directorships • Vali Cyber, Inc. 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 | Mark Rossi 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 the 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
| INDEPENDENT Age: 63 Director Since: 2020 Board Committees • Human Capital (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 | Kimberly Stevenson 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. Ms. Stevenson also serves on the board of Verisk Analytics and on their executive committee, their Governance, Corporate Sustainability and Nominating Committee, and as the Chair of their Risk Committee. 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
| INDEPENDENT Age: 64 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) | Donna Wells Ms. Wells was President and Chief Executive Officer 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 a market leadership position and recognition as a Top 50 Small US Company to Work for by the Great Place to Work Institute. Previously, Ms. Wells was Chief Marketing Officer at Mint Software, Inc. from 2007 to 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 Intuit, Inc. and the Expedia Group. She currently serves on the boards of Walker & Dunlop, a leading commercial real estate finance company, and Betterment Holdings, Inc., a digital wealth management platform with over $65 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
| EMPLOYEE DIRECTOR Age: 59 Director Since: 2024 Former Public Company Directorships • Cardtronics plc • Education Management Corp. • Entercom Communications Corp. Education • Bachelor of Science: Business Administration with an emphasis on Finance, Emory University | Edward H. West 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, 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 plc, 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. See "Questions and Answers About the Proxy Materials, Annual Meeting and Voting" for more information about voting procedures.
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 Standards 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.
Director Nominees
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 to include in the pool from which director nominees are chosen.
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 earlier than the close of business on November 3, 2026 nor later than the close of business on December 3, 2026; 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. 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 Philosophy
Director Compensation Philosophy We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on the board. Directors who are employees of the company do not receive any compensation for their services as a director. In setting our director compensation, the board is guided by the following principles: •Compensation should fairly pay directors for work required by a company of our size and scope •Compensation should be in line with market practice to facilitate the attraction and retention of talented directors •A significant portion of the total compensation should be paid in common stock to align directors' interests with the long-term interest of our stockholders •The structure of the compensation program should be simple and transparent Our human capital committee along with our nominating committee periodically reviews and evaluates our director compensation program to ensure that it is competitive with industry peers and best practices and serves the purposes of attracting and retaining high quality directors. The committees use an independent compensation consultant to provide market and comparison data and information on current developments and practices in director compensation and ensure that the compensation program is competitive and market-based.
Equity-Based Compensation
Equity-Based Compensation Initial Grant. Upon initial appointment (by the board) or election (by the stockholders) to the board other than at an annual meeting of stockholders, a non-employee director receives a non-discretionary grant of restricted stock units with respect to a number of shares of Mitek common stock with a fair market value on the date of grant of $170,000, pro-rated based on the period starting on the day of initial appointment election and ending on the day of the next scheduled annual meeting of stockholders. Annual Grant. Each non-employee director elected at an annual meeting receives on that date a non-discretionary grant of restricted stock units with respect to a number of shares of Mitek common stock with a fair market value on the date of grant of $170,000. A non-employee director who is initially appointed or elected to the board on the day of the annual meeting of stockholders receives only an annual grant. DIRECTOR COMPENSATION Vesting. Grants made to our non-employee directors vest in full upon the earlier of one (1) year following the date of the grant or the date of the next annual meeting; provided the non-employee director remains on the board through the scheduled vesting date. Non-employee directors may also participate in our Director Deferral Plan which allows them to make an election in advance to defer receipt of their vested shares until a later period.
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025 The table below summarizes the total compensation paid or earned by our non-employee directors in their capacities as such during our 2025 fiscal year:
Director Compensation for Fiscal 2025
| Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | All Other Compensation | Total | | Scott Carter | $115,000 | $170,008 | $— | $285,008 | | James D. Fay(3) | 47,283 | 241,728 | — | 289,011 | | Rahul Gupta | 50,000 | 170,008 | — | 220,008 | | James C. Hale(4) | 21,250 | — | — | 21,250 | | Susan J. Repo | 62,500 | 170,008 | — | 232,508 | | Mark Rossi | 28,750 | 170,008 | — | 198,758 | | Kimberly S. Stevenson | 57,500 | 170,008 | — | 227,508 | | Donna C. Wells | 55,638 | 170,008 | — | 225,646 |
Director Compensation for Fiscal 2025
(1)Edward H. West our Chief Executive Officer, Director and an NEO, is not included in this table as he is an employee of the company and therefore received no compensation for his service as a director. Mr. West’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. Fay is prorated from October 21, 2024 through September 30, 2025, based on when he was appointed to the board, (b) Ms. Repo’s compensation contains an additional $12,500 for her role as chair of the audit committee for fiscal 2025, (c) Mr. Rossi's compensation is prorated from March 5, 2025 through September 30, 2025, based on when he was appointed to the board, (d) Ms. Stevenson’ s compensation contains an additional $7,500 for her role as chair of the human capital committee, (e) Ms. Wells contains an additional $5,000 for her role as chair of the Nomination and corporate governance committee for fiscal 2025. (3)The equity retainer for fiscal 2025 was an annual amount of $170,000. Upon Mr. Fay's appointment to the board on October 1, 2024, he was granted an initial award equal to $71,723, which represents a prorated award from his appointment through the 2025 annual meeting, which he received in addition to the annual grant awarded on the date of the 2025 annual meeting. As of September 30, 2025, our non-employee directors held restricted stock units for the following number of shares of our common stock: Mr. Carter—130,335, Mr. Fay—18,744, Mr. Gupta—63,898, Mr. Hale—0, Ms. Repo—69,371, Mr. Rossi—18,744, Ms. Stevenson—74,596, and Ms. Wells—71,216. (4)Mr. Hale opted not to stand for re-election at our 2025 annual meeting and consequently his service on our board ended at the 2025 annual meeting. Fees paid to him were for his board service from October 1, 2024 through March 3, 2025. Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm The audit committee, which is comprised solely of independent directors, is responsible for the appointment, compensation, retention and oversight of the independent registered accounting firm retain to audit the company's financial statements. In addition, the audit committee regularly considers the qualifications, independence, compensation and performance of the company's 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 2026, which began October 1, 2025 and will end on September 30, 2026. BDO has been retained as the company's independent registered public accounting firm continuously since July 2022. The audit committee considers a number of factors in deciding whether to re-engage BDO as the independent registered public accounting firm, including an assessment of the firm's professional qualification and resources. The audit committee and the board believe that the continued 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. In connection with its independence assessment, the audit committee receives from the independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the firm’s communications with the audit committee concerning independence, and the committee discusses with the firm its independence. The audit committee is also involved with the selection of the lead audit partner, who is limited to no more than five consecutive years in that role before the position must be rotated in accordance with SEC rules. The most recent rotation of the lead audit partner occurred at the beginning of our 2024 fiscal year-end audit. The audit committee pre-approves the scope of all audit, audit-related, tax and other permitted non-audit services to be provided by BDO during the upcoming or current audit period to ensure that the provision of such services does not impair the auditor’s independence and determines the appropriate funding to be provided by the company for payment of such services. Although stockholder ratification is not required, this appointment is being submitted to the stockholders for ratification as a matter of good corporate governance. The audit committee will continue to annually review the appointment of the independent registered public accounting firm. If stockholders do not ratify this appointment, the audit committee will reconsider the appointment although the committee may determine the independent registered public accounting firm should continue. Even if the appointment is ratified, the audit committee may, in its discretion, appoint a different independent registered public accounting firm 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. A representative of BDO is expected to attend our 2026 annual meeting and will have the opportunity to make a statement and respond to appropriate questions.
Actions in Response to 2025 Say-on-Pay Vote
| Post-2024 Annual Meeting | | | | | What We Heard | Our Response and Perspective | | Annual Incentives | •All stockholders spoken to encouraged us to further align executives incentives with their strong focus on business profitability | Beginning in 2025, we: •Replaced non-GAAP operating income (previously weighted 30%) with adjusted EBITDA, as this metric more appropriately monitors and drives profitable performance and is easier for our stockholders to consume •Decreased the weighting of the revenue component of our plan from 70% to 50%, and equally weighted adjusted EBITDA 50% to further focus management on the criticality of improving operating profitability | | | | | | Long-Term Incentives | •All stockholders spoken to encouraged us to increase the at-risk percentage of pay when hiring our next CEO to enhance the alignment of the CEO's experience with that of stockholders | •Upon joining Mitek on October 1, 2024, 80% of the target value of our new CEO's initial equity award was delivered in PSUs, and only 20% was delivered in RSUs; his fiscal 2026 long-term incentive award will continue to be heavily performance-based, with 75% delivered in PSUs and 25% delivered in RSUs | | | •All stockholders spoken to noted they disfavored the "earn-back" feature of our PSU awards, which utilized three one-year performance periods and provided amounts not earned in an applicable performance period could be earned based on cumulative performance in the subsequent performance periods | •We eliminated the earn-back feature under our PSU awards beginning with our fiscal 2025 annual PSU awards, such that awards are earned based only on performance within each specified performance period •The Committee also determined to increase the maximum payout opportunity of our PSU awards from 133% to 200% and adjusted our payout scale accordingly to better align with the risk-reward profile of award design and market practice amongst a majority of our peers | | Post-2025 Annual Meeting | | | | Annual Cash Incentives | •All stockholders spoken to positively viewed the changes to our 2025 annual incentive structure •Some stockholders suggested that we enhance our disclosure regarding goal-setting process | •We have disclosed the iterative process used by the human capital committee and management to determine the annual goals and incentive targets, see the Components of Executive Compensation - Annual Cash Incentive section below for details •We have disclosed our revenue and adjusted EBITDA goals herein, see the Pay and Performance Highlights section below for details | | Long-Term Incentives | •All stockholders spoken to positively viewed the changes to our 2025 long-term incentive structure •We received mixed feedback regarding metric selection, with some investors indicating support for relative measures and one investor indicating a preference for absolute performance measures | •After carefully considering all feedback received as well as an assessment of peer long-term incentive practices, we determined to retain our use of relative total shareholder return (" rTSR"), as the performance metric under our fiscal 2026 long-term incentive program. There is no single metric utilized by the majority of our peer group in their programs, and our human capital committee continues to believe that measuring Mitek's stock price performance relative to that of the Russell 2000 provides a broad, diversified benchmark against which to compare our performance •Further, the Committee determined to transition fiscal 2026 PSU awards to a single three-year performance period for rTSR performance, as the Committee concluded that this structure better aligns executives' pay outcomes with long-term performance and shareholder interests |
Evolution of our Annual and Long-Term Incentive Design
Evolution of our Annual and Long-Term Incentive Design
Evolution of our Annual and Long-Term Incentive Design
| Fiscal 2024 | Fiscal 2025 | Fiscal 2026 | | Annual Incentive | | | | | | | | • +/-10% individual performance modifier | • +/-10% individual performance modifier | | | •Revenue includes combination of corporate and line of business revenue for certain executives | •Revenue includes combination of corporate and line of business revenue for certain executives | •Revenue based on corporate performance only for all executives to promote cohesive focus across leadership | | Long-Term Incentive | | | | • TSR vs. Russell 2000 | • TSR vs. Russell 2000 | • TSR vs. Russell 2000 | | –Payout Curve | –Payout Curve | | | | | | | –20-day price averaging | –20-day price averaging | –40-day price averaging | | •3 consecutive 12-month periods | • 3 consecutive 12-month periods | •Single 3-year performance period | | •≥50% PSUs for all NEOs | •≥50% PSUs for all NEOs | •≥50% PSUs for all NEOs | | • Earn-back allowed | • Earn-back removed | • Cliff vesting at 3 years (Nov 2025 – Nov 2028) | | • Annual pro-rata vesting | • Annual pro-rata vesting | | | | | |
Evolution of our Annual and Long-Term Incentive Design
Taken together, we believe the evolution of our incentive programs' design over the past two years has significantly enhanced the alignment of our program with our strategic objectives and stockholders' long-term interests, while comprehensively addressing feedback we received from our stockholders and maintaining or improving the alignment of our practices relative to peer norms.
Fiscal 2025 Leadership Transitions
| | Edward H. West Chief Executive Officer Effective as of October 1, 2024 | Garrett Gafke Chief Operating Officer Effective as of April 25, 2025 | | Annual Base Salary | $500,000 | $425,000 | | Target Annual Incentive Award | $500,000 (100% of base salary) | $318,750 (75% of base salary) | | Cash Sign-on Bonus | $250,000* | $187,500* | | Target Long-Term Incentive Award | $8,000,000 | $4,000,000 | | | | | | | PSUs: 25% of the PSUs vest upon increase in the company’s stock price over a five-year performance period, with target vesting tied to a 200% increase from the grant-date price 75% of the PSUs vest consistent with the Fiscal 2024 annual PSU design, other than performance period: •Each tranche is measured from October 1 to September 30; unearned amounts in a performance period are earn-back eligible based on cumulative performance in subsequent performance periods •Payouts are determined using the Fiscal 2024 payout curve | PSUs: Consistent with the Fiscal 2025 annual PSU design, except with the following adjusted performance period: •April 25, 2025 to April 24, 2026 | | | RSUs: Vest 25% each year on the first four anniversaries of hire | RSUs: Vest 25% each year on the first four anniversaries of hire | | *Subject to repayment if the executive’s employment or service relationship is terminated by the company for cause or the executive resigns without good reason (as defined in each of Mr. West's and Mr. Gafke's respective employment agreements) within 18 months of hire. | | |
Pay and Performance Highlights
| 2025 Annual Incentive Payout | | | | | | Achievement | | Revenue 50% | | 105.3% | | Adjusted EBITDA 50% | | 199.3% | | Combined Achievement* | | 152.3% | | * This is the combined achievement based on corporate revenue achievement; Mike Diamond's revenue component is based on a combination of corporate and Deposits line of business revenue | | |
Pay and Performance Highlights
| Fiscal 2022 – 2024 PSU Payouts in 2025 | | | | Fiscal 2022 PSUs | Tranche 3 + Tranches 1 & 2 earn-back | 0% Shares Earned | | Fiscal 2023 PSUs | Tranche 2 + Tranche 1 earn-back | | | Fiscal 2024 PSUs | Tranche 1 | |
Components of Executive Compensation
| | Element | Description | Rationale | | | Base Salary | •Fixed cash compensation | •Compensates executives for services rendered on a day-to-day basis during the fiscal year; fixed compensation amount provides a measure of stable compensation | | | Annual Cash Incentive Opportunity | •At-risk cash compensation with pre-determined goal achievement levels set relative to our board-approved operating plan. Each NEO's target is established as a percentage of his respective base salary. Target performance for the upcoming fiscal year is calibrated such that it is challenging, requiring strong and consistent efforts by the executives in order to be achieved. •Payouts can range from 0% to 200% and are calibrated to actual results | •Designed to ensure that executives are motivated to achieve Mitek's short-term performance objectives that have a time horizon of one year or less, and support meeting our longer-term corporate financial and strategic goals | | | Long-Term Annual Equity-Based Incentive Opportunity | •At-risk equity-based compensation delivered in PSUs and RSUs •PSUs: performance-based equity with three consecutive 12 month performance periods tied to our TSR performance relative to the Russell 2000 •RSUs: restricted stock units with four-year ratable annual vesting subject to continued service through each annual vesting date | •Designed to motivate and reward multi-year sustained performance that delivers long-term value to shareholders •Multi-year performance and vesting schedules also support our talent attraction and retention objectives •As noted above, fiscal 2026 PSUs will utilize a single three-year performance period to further incentive sustained value creation |
Components of Executive Compensation
We also provide health, welfare, retirement savings, severance and change of control-related benefits.
Annual Cash Incentive
Annual Cash Incentive Pursuant to the terms of the company’s executive annual cash incentive program (the “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 2025 fiscal year. Each year, the human capital committee reviews each executive’s target as a percentage of their base salary taking into consideration the factors outlined above to determine if adjustment is warranted. Following its review, we determined to maintain target opportunities flat relative to Fiscal 2024 for continuing NEOs, and established the annual cash incentive targets set forth in the table below. Mr. West's and Mr. Gafke's target opportunities were established at their respective times of hire with input from our compensation consultants.
Annual Cash Incentive
| Name | 2024 Annual Cash Incentive Target (as a percentage of base salary) | 2025 Annual Cash Incentive Target (as a percentage of base salary) | 2025 Annual Cash Incentive Target (base * target %) | | Edward H. West | N/A | 100% | $500,000 | | David Lyle | 65% | 65% | 276,250 | | Garrett Gafke | N/A | 75% | 318,750 | | Jason L. Gray | 60% | 60% | 240,000 | | Michael E. Diamond | 50% | 50% | 187,500 |
Annual Cash Incentive
The human capital committee works closely with management through an iterative and collaborative process to establish annual incentive plan performance measures. This process is designed to align short term incentives with the company’s strategic priorities, promote sustainable revenue growth, ensure profitability, and reinforce alignment with stakeholder interests and long-term shareholder value creation. In setting performance measures, the human capital committee and management consider a combination of company-wide financial and strategic business performance outcomes. The human capital committee also seeks to ensure that performance metrics reflect compensation best practices, including the use of defined threshold, target, and maximum achievement levels that provide meaningful upside opportunity for strong performance, as well as downside risk when results fall short of expectations. The human capital committee believes this approach appropriately balances motivating performance, reinforcing accountability, and supporting the company’s short and long-term strategic objectives in alignment with shareholder interests. Each NEOs' annual cash incentive opportunity for fiscal 2025 was tied to achievement of equally weighted revenue and adjusted EBITDA goals, subject to upwards or downwards modification of up to 10% based on achievement of individual performance goals, as outlined below. Following the end of the 2025 fiscal year, the human capital committee assessed the company’s performance against the established corporate performance components. It also determined that no modifier adjustment was necessary for any NEO based on fiscal 2025 individual performance.
Annual Cash Incentive
| Metric | Weighting | Goals & Payout Scale | Achievement | Combined Achievement | | Revenue* | | | 105.3% | 152.3% | | Rational: The committee selected revenue because it is a key indicator of corporate performance and value creation that focuses management on the strategic imperative of generating top line growth | | | | | | Adjusted EBITDA** | | | 199.3% | | | Rational: The committee selected adjusted EBITDA for 2025, replacing non-GAAP operating income used under our 2024 program, and increased the weighting to 50% to further focus management on the criticality of improving operating profitability, which in turn drives long-term shareholder value creation | | | | | | | Individual Achievement Modifier ±10% | | No adjustment for FY25 | | | * Represents corporate revenue target that applies to all NEOs except Mr. Diamond. Mr. Diamond's revenue performance component is determined based on a combination of corporate revenue performance (20%) and line of business revenue performance (80%) | | | | | | ** Adjusted EBITDA is a non-GAAP financial metric defined as earnings before interest, taxes, depreciation, amortization, litigation and other legal costs, executive transition costs, stock-based compensation expense, non-recurring audit fees, and restructuring costs | | | | |
Annual Cash Incentive
Accordingly the human capital committee awarded the following annual cash incentive amounts which were paid in December 2025:
Annual Cash Incentive
| Name | 2025 Annual Cash Incentive Target (base x target %) (1) | Combined Corporate Result(2) | 2025 Actual Annual Cash Incentive(3) | | Edward H. West | $500,000 | 152.3% | $761,500 | | David Lyle | 276,250 | 152.3% | 420,729 | | Garrett Gafke | 318,750 | 152.3% | 213,601 | | Jason L. Gray | 240,000 | 152.3% | 365,520 | | Michael E. Diamond | 187,500 | 149.7% | 280,688 |
Annual Cash Incentive
(1)Reflects the annualized 2025 Annual Cash Incentive Plan target of the named executive officer. (2)Reflects payout percentage relative to target. Deposits line of business revenue paid out at 99.7% of target, resulting in the 149.7% combined payout for Mr. Diamond. (3)Mr. Gafke's 2025 Annual Cash Incentive was pro-rated relative to his hire date in accordance with the terms of his Employment Agreement.
Equity-Based Incentives
Equity-Based Incentives Our long-term equity incentives represent the largest component of our executive compensation program, which supports our ownership cultures and ties a substantial portion of executives' pay to their ability to create long-term shareholder value. Our equity-based incentives also promote retention, as executives will only realize value from these awards if they remain employed through the performance and/or vesting periods of these awards. Other than our initial equity grants to our new Chief Executive Officer and Chief Operating Officer, addressed separately, named executives' fiscal 2025 equity-based incentives were delivered in an equal, 50/50 mix of RSUs and PSUs. The Committee believes this combination of incentives is appropriate to balance Mitek's motivation and retention objectives. Both PSUs and RSUs are directly linked to our stock price performance. However, RSUs provide some measure of value even during periods of underperformance to program durability across market cycles, whereas PSUs motivate sustained relative stock price outperformance and may not pay out at all during periods of underperformance, as was the case for annual awards with fiscal 2025 closing performance periods. As outlined above, for fiscal 2026 the human capital committee further enhanced the long-term alignment of our PSUs with stockholders' interests by transitioning to a single three-year performance period.
Equity-Based Incentives
| Vehicle | Weighting | Vesting Period | How Payout is Determined | | PSUs | | •Three consecutive 12 month performance periods measured from grant date (December 8, 2024), with target vesting one-third of the award upon the conclusion of each performance period, to the extent earned | •Mitek's relative TSR performance, measured against Russell 2000 Index constituents. Mitek stock price performance is measured based on the 20-trading day average at each of commencement and conclusion of each performance period •The Committee selected the Russell 2000 as the relevant index because it provides an appropriately broad set of companies against which to assess Mitek's performance | | RSUs | | •4-year ratable annual vesting, subject to the executive's continued service through each vesting date | •Value fluctuates with stock price performance |
Equity-Based Incentives
Fiscal 2025 Annual Equity Incentive Opportunities. The following table sets forth the number of equity awards granted to our continuing NEOs during the fiscal year ended September 30, 2025. For new hire compensation equity awards received by Mr. West and Mr. Gafke, see "New Hire CEO and COO Equity Awards" below.
Equity-Based Incentives
| Name | Total Target LTI Value(1) | Restricted Stock Units | Performance-based Restricted Stock Units | | David Lyle | $1,200,000 | 66,225 | 66,225 | | Jason L. Gray | 850,000 | 46,909 | 46,909 | | Michael E. Diamond | 1,000,000 | 55,187 | 55,187 |
Equity-Based Incentives
(1)Target values are converted to a number of units based on Mitek's stock price on the date of grant (December 8, 2024). The actual number of PSUs earned for each performance period of the fiscal 2025 PSUs will be determined based on Mitek's percentile rank relative to the TSRs of the Russell 2000 for each performance period as outlined below.
Equity-Based Incentives
| Performance Level | Relative TSR Performance | PSU Percentage Earned* | | Below Threshold | Less than 75% of Russell 2000 Index TSR | —% | | Threshold | 75% of Russell 2000 Index TSR | 50% | | Target | Russell 2000 Index TSR | 100% | | Maximum | 125% of Russell 2000 Index TSR | 200% | | *Linear interpolation will be used to determine payout levels if the actual performance falls between performance levels. | | |
Equity-Based Incentives
Fiscal 2022 – 2024 Annual Equity Incentives Earned in Fiscal 2025. PSUs granted in fiscal 2022 through 2024 follow a structure similar to our fiscal 2025 PSUs - with three one-year performance periods tied to Mitek's rTSR performance - except that the awards included an earn-back feature (eliminated beginning with fiscal 2025 awards), such that amounts not earned in one of the one-year performance periods can be earned in subsequent years based on Mitek's TSR results from date of grant compared to the Russell 2000. Mitek's rTSR performance fell below the threshold performance goals for all awards, such that no PSUs were earned for outstanding tranches in fiscal 2025, as illustrated below.
Equity-Based Incentives
| PSU Tranche | Performance | Earned in (FY) | Payout | Combined Payout | | Fiscal 2022 PSUs | | | | 36.2% | | Tranche 1 | | 2023 | 0% | | | Tranche 2 | | 2024 | 108.5% | | | Tranche 3 | | 2025 | 0% | | | Fiscal 2023 PSUs | | | | TBD | | Tranche 1 | | 2024 | 110.7% | | | Tranche 2 | | 2025 | 0% | | | Tranche 3 | | 2026 | TBD | | | Fiscal 2024 PSUs | | | | TBD | | Tranche 1 | | 2025 | 0% | | | Tranche 2 | | 2026 | TBD | | | Tranche 3 | | 2027 | TBD | |
Equity-Based Incentives
New CEO and COO Equity Awards. Mr. West was appointed as CEO at the start of our 2025 fiscal year (October 1, 2024). In setting Mr. West's compensation package, the human capital 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 was provided with long-term equity incentives with a target value of $8,000,000, the components of which were heavily weighted towards performance with 80% of the value granted in the form of PSUs (735,293 units) and the remaining 20% granted in the form of RSUs (187,427 units).
Equity-Based Incentives
| RSUs | Vest in equal annual installments over a four-year period, subject to Mr. West's continued service on each vesting date. | | | | | PSUs | rTSR-based PSUs | Stock price appreciation-based PSUs | | | | | 75% of PSUs vest, if at all, based upon Mitek's rTSR as compared to the Russell 2000 over three consecutive performance periods, consistent with the Fiscal 2024 annual PSU design, other than performance period: •Each tranche is measured from October 1 to September 30, aligning to the date of hire; unearned amounts in a performance period are earn-back eligible based on cumulative performance in subsequent performance periods •Payouts are determined using the Fiscal 2024 payout curve • | 25% of the PSUs vest, if at all, upon the achievement of three progressive stock price performance goals over a five-year performance period from October 1, 2024 to October 1, 2029 •Our stock price must meet or exceed the required stock price for 60 consecutive trading days in order for the corresponding percentage of the award to vest | | | | | | Performance Goal | Stock Price Increase Required | PSU Percentage Earned* | | | | Below Threshold | Less than 1.7x | —% | | | | Threshold | 1.7x | 67% | | | | Target | 2.0x | 100% | | | | Maximum | 2.5x | 133% | | | | •When setting at-target performance, the board, based on historical performance data, determined a 2.0x stock price increase would exceed the past performance of the Russell 2000 and provide an aggressive performance target •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), these PSUs will be forfeited and/or fully vested shares must be returned | | |
Equity-Based Incentives
Following fiscal 2025 year-end, based on Mitek's outperformance compared to the Russell 2000 by +5.84 percentage points for the first performance period of Mr. West's rTSR-based PSU award, the first tranche of his award was earned at 119.3% of target. To date, no portion of the stock price appreciation-based PSU award has been earned. Mr. Gafke was appointed as COO effective April 25, 2025. As with our CEO, in setting Mr. Gafke's compensation package, the human capital committee heavily weighted at-risk and performance-based pay. Accordingly, Mr. Gafke received long-term equity incentives with a target value of $4,000,000, with 75% of the value granted in the form of PSUs (360,576 units) and 25% granted in the form of RSUs (120,192 units). The RSUs vest in equal annual installments over a four-year period, subject to Mr. Gafke's continued service on each vesting date. The PSUs will vest, if at all, based upon Mitek's relative total shareholder return as compared to the Russell 2000 over three consecutive performance periods, consistent with the design of our fiscal 2025 PSUs discussed above except that Mr. Gafke's performance periods align with his date of hire (i.e., from April 25, 2025 - April 24, 2026 for the first performance period).
Severance and Change of Control Plans
Severance and Change of Control Plans The human capital 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 NEO 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 in Control.” Reflective of our compensation philosophy and retention strategy, when we enter into terms of employment and separation agreements with key executives those agreements do not contain the following elements: œ Multi-year guarantee provisions for salary increases, non-performance-based bonuses, or equity compensation œ Change-in-control payments without a loss of job or substantial diminution of job duties œ Change-in-control cash payments that exceed 3 times base salary plus target, average, or most recent bonus (or that include equity gains or other pay elements) œ An excise tax gross-up or modified gross-up œ Broad change in control definitions which could result in payments to executives without an actual change in control occurring œ A "good reason" severance definition that is triggered by company bankruptcy or other actions indicative of performance failures
Role of the Compensation Consultant
Role of the Compensation Consultant The human capital committee has assessed the independence of the compensation consultants used for our 2025 and 2026 fiscal years and determined that no conflict of interest exists under the rules established by the SEC. The human capital committee reviews the independence of its advisors annually. In designing compensation programs and determining compensation levels for our NEOs for the 2025 fiscal year, the human capital 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 human capital committee worked directly with the Compensation Consultant to determine the scope of the work needed to advise the human capital committee in its decision-making processes. The Compensation Consultant provided the human capital 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 2025 fiscal year, the human capital committee compared each element of total direct compensation against a peer group of 16 publicly traded, technology companies with an emphasis on application software companies, security software companies, and internet services and infrastructure companies with which the human capital 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 2025, the specific criteria utilized were: (i) annual revenues of 0.25x to 4x Mitek's revenues; (ii) market capitalizations between 0.25x to 4x Mitek's market capitalization; (iii) projected revenue growth rates similar to Mitek's; (iv) 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 16 companies comprising our Compensation Peer Group for the 2025 fiscal year:
Role of the Compensation Consultant
| 2025 Peer Group | | | | | A10 Networks, Inc. | Brightcove, Inc. | MeridianLink, Inc. | PROS Holdings, Inc. | | Agilysys, Inc. | Domo, Inc. | Model N, Inc. | SecureWorks Corp. | | American Software, Inc. | eGain Corporation | ON24, Inc. | Upland Software, Inc. | | Asure Software, Inc. | Enfusion, Inc. | OneSpan, Inc. | Weave Communications, Inc. |
Role of the Compensation Consultant
Changes from the prior year Compensation Peer Group include the addition of Enfusion, Inc., MeridianLink, Inc., SecureWorks Corp., and Weave Communications, Inc., and the elimination of LiveVox, Inc., and Veritone, Inc. due to acquisitions and size. The human capital 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 human capital 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.
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, 2025, 2024 and 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Edward H. West Chief Executive Officer | 2025 | $500,000 | $250,000 | $7,902,361 | $761,500 | $196 | $9,414,057 | | David Lyle Chief Financial Officer | 2025 | 425,000 | — | 1,199,997 | 420,729 | 196 | 2,045,922 | | | 2024 | 317,140 | — | 1,509,511 | 128,456 | 878 | 1,955,985 | | Garrett Gafke Chief Operating Officer | 2025 | 183,622 | 187,500 | 3,999,990 | 213,601 | — | 4,584,713 | | Jason L. Gray Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | 2025 | 400,000 | — | 849,991 | 365,520 | 11,296 | 1,626,807 | | | 2024 | 495,000 | — | 1,488,950 | 148,800 | 1,170 | 2,133,920 | | Michael E. Diamond Senior Vice President, Digital Banking | 2025 | 375,000 | — | 999,988 | 280,688 | 10,546 | 1,666,222 | | | 2024 | 368,750 | — | 801,070 | 132,375 | 1,915 | 1,304,110 | | | 2023 | 341,037 | — | 492,838 | 195,326 | 863 | 1,030,064 |
Summary Compensation Table
(1)The amounts shown under the "Salary" column represent base salary earned by our NEOs for each applicable year. None of our NEOs received salary increases for fiscal 2025. Mr. Lyle's 2024 salary was prorated for the time served in the year. Mr. Gray served as Interim Chief Legal Officer in fiscal 2023 through December 9, 2023, and was paid a higher cash compensation in lieu of equity awards. He was appointed Chief Legal Officer, Chief Compliance Officer and Corporate Secretary on December 10, 2024, resulting in his salary being adjusted to $400,000 effective January 1, 2024, consistent with when our annual salary changes became effective. As a result, his 2024 salary amount includes a prorated portion for the time paid at the higher amount. Mr. Diamond received a salary increase for fiscal year 2024, which was effective January 1, 2024. (2)The amounts shown under the “Stock Awards” column represent the aggregate grant date fair value of RSUs and PSUs 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 6 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 11, 2025. Under FASB ASC Topic 718, the vesting conditions applicable to the PSUs granted in 2025 are classified as market conditions, rather than performance conditions. Accordingly, the grant-date fair value of these PSUs reflects the market condition at the time of grant and is not adjusted based on actual performance, and no alternative grant-date fair value amounts (whether below or above the amounts reflected in the table) are calculated or disclosed based on achievement of the underlying market condition. (3)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. In the year of hire the amount earned is typically prorated for the time served. (4)The amounts shown under the "All Other Compensation" column for the fiscal year ended September 30, 2025 include the following:
Summary Compensation Table
| Name | Matching 401(k) Contributions | Life Insurance Premiums | Wellness Benefits | Total | | Edward H. West | $— | $196 | $— | $196 | | David Lyle | — | 196 | — | 196 | | Garrett Gafke | — | — | — | — | | Jason L. Gray | 10,350 | 196 | 750 | 11,296 | | Michael E. Diamond | 10,350 | 196 | — | 10,546 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The table below sets forth all plan-based awards granted to our NEOs for the fiscal years ended September 30, 2025:
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)(4) | | | All Other Stock Awards: Number of Shares of Stock or Units(5) | Grant Date Fair Value of Stock and Option Awards(6) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Edward H. West | 10/01/2024 | — | — | — | 397,059 | 735,293 | 977,939 | 187,427 | $7,902,361 | | | 01/28/2025 | $150,000 | $500,000 | $1,000,000 | — | — | — | — | — | | David Lyle | 12/08/2024 | — | — | — | 33,113 | 66,225 | 132,450 | 66,225 | $1,199,997 | | | 01/28/2025 | $82,875 | $276,250 | $552,500 | — | — | — | — | — | | Garrett Gafke | 04/25/2025 | — | — | — | 180,288 | 360,576 | 721,152 | 120,192 | $3,999,990 | | | 04/25/2025 | $95,625 | $318,750 | $637,500 | | | | | | | Jason L. Gray | 12/08/2024 | — | — | — | 23,455 | 46,909 | 93,818 | 46,909 | $849,991 | | | 01/28/2025 | $72,000 | $240,000 | $480,000 | — | — | — | — | — | | Michael E. Diamond | 12/08/2024 | — | — | — | 27,594 | 55,187 | 110,374 | 55,187 | $999,988 | | | 01/28/2025 | $11,250 | $187,500 | $375,000 | — | — | — | — | — |
Grants of Plan-Based Awards
(1)All NEOs were participants in the Annual Cash Incentive Plan for the fiscal year 2025 and were eligible to earn cash bonuses based upon the achievement of certain corporate performance goals as described in the section titled "Annual Cash Incentive" of the Compensation Discussion and Analysis above. (2)This column sets forth the number of shares of common stock underlying the PSUs that were granted to the NEOs. If performance-based vesting conditions with respect to such PSU awards are not satisfied, 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 conditions are 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” of the Compensation Discussion & Analysis above and footnotes (3) and (4) below for further information. (3)The amounts disclosed reflect the number of PSUs granted to Messrs. Lyle, Gray, and Diamond on December 8, 2024 and to Mr. Gafke on April 24, 2025. 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. For additional details, see sections titled “Fiscal 2025 Annual Equity Incentive Opportunities” and “New CEO and COO Equity Awards” of the Compensation Discussion & Analysis above. (4)The amounts disclosed reflect the number of PSUs granted to Mr. West on October 1, 2024. 75% of 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. 25% of the PSUs will vest over a five-year period from the date of grant should certain performance metrics be achieved during the performance period. For additional details see sections titled “New CEO and COO Equity Awards” of the Compensation Discussion & Analysis above. (5)The amounts disclosed reflect the number of RSUs granted to Mr. West on October 1, 2024, Messrs. Lyle, Gray, and Diamond on December 8, 2024, and Mr. Gaffke on April 24, 2025. The RSUs will vest in four equal annual installments over each of the first four anniversaries of the respective date of grant subject to the NEOs’ continued employment on each applicable vesting date. (6)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, 2025, filed with the SEC on December 11, 2025.
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, 2025 with our NEOs, including annual base salaries during the fiscal year ended September 30, 2025 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 in 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, 2025:
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 | 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) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested(2) | | Edward H. West | — | — | $— | N/A | 187,427(3) | $1,831,162 | — | — | | | — | — | — | N/A | — | — | 115,917(4) | $1,132,509 | | | — | — | — | N/A | — | — | 747,837(5) | $7,306,358 | | David Lyle | — | — | — | N/A | 43,639(6) | $426,353 | — | — | | | — | — | — | N/A | — | — | 29,093(7) | $284,239 | | | — | — | — | N/A | 66,225(8) | $647,018 | — | — | | | — | — | — | N/A | — | — | 33,113(9) | $323,514 | | Garrett Gafke | — | — | — | N/A | 120,192(10) | $1,174,276 | — | — | | | — | — | — | N/A | — | — | 180,288(11) | $1,761,414 | | Jason L. Gray | 32,861(12) | — | $8.60 | 11/15/27 | — | — | — | — | | | 30,313(13) | — | $9.50 | 11/6/28 | — | — | — | — | | | — | — | — | N/A | 51,844(14) | $506,516 | — | — | | | — | — | — | N/A | — | — | 34,563(15) | $337,676 | | | — | — | — | N/A | 46,909(8) | $458,301 | — | — | | | — | — | — | N/A | — | — | 23,455(9) | $229,155 | | Michael E. Diamond | 40,215(13) | — | $9.50 | 11/6/28 | — | — | — | — | | | — | — | — | N/A | 5,163(16) | $50,443 | — | — | | | — | — | — | N/A | 12,220(17) | $119,389 | — | — | | | — | — | — | N/A | | | 8,146(18) | $79,586 | | | — | — | — | N/A | 26,433(19) | $258,250 | — | — | | | — | — | — | N/A | | | 17,622(20) | $172,162 | | | — | — | — | N/A | 55,187(8) | $539,177 | — | — | | | — | — | — | N/A | | | 27,594(9) | $269,593 |
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. (2)The closing price of our common stock on the Nasdaq Capital Market as of September 30, 2025 was $9.77 per share. (3)The shares subject to the RSU award vest over a period of four years from October 1, 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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on October 1, 2028. (4)The shares subject to the PSU award may vest over a period of five years from October 1, 2024, the date of grant, subject to the achievement of certain share-price related performance criteria and the NEO's continuous employment through the applicable vesting date. The shares subject to the PSU award are presented at threshold-level of achievement. (5)The shares subject to the PSU award vest over a period of three years from October 1, 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 October 1, 2027, subject to the achievement of annual performance criteria and the NEO's continuous employment through the applicable vesting date. A portion of the shares may vest during a later Performance Period based on cumulative performance measured over the current and all previous performance periods. The shares subject to the PSU award are presented at maximum-level of achievement. As detailed further in the section titled “New CEO and COO Equity Awards” of the Compensation Discussion and Analysis above, the first tranche of this PSU award vested on October 1, 2025. (6)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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on January 2, 2028. (7)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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on January 2, 2027, subject to the achievement of annual performance criteria. A portion of the shares may also vest during a later Performance Period based on cumulative performance measured over the current and all previous performance periods. The amount disclosed reflects a number of shares subject to the PSU award assuming the attainment of threshold-level of achievement. (8)The shares subject to the RSU award vest over a period of four years from December 8, 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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on December 8, 2028. (9)The shares subject to the PSU award vest over a period of three years from December 8, 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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on December 8, 2027, subject to the achievement of annual performance criteria. The amount disclosed reflects a number of shares subject to the PSU award assuming the attainment of threshold-level of achievement. (10)The shares subject to the RSU award vest over a period of four years from April 25, 2025, 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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on April 25, 2029. (11)The shares subject to the PSU award vest over a period of three years from April 25, 2025, 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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on April 25, 2028, subject to the achievement of annual performance criteria. The amount disclosed reflects a number of shares subject to the PSU award assuming the attainment of threshold-level of achievement. (12)The shares subject to the option award were fully vested as of November 15, 2021. (13)The shares subject to the option award were fully vested as of November 6, 2022. (14)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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on December 10, 2027. (15)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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on December 10, 2026, subject to the achievement of annual performance criteria. A portion of the shares may also vest during a later Performance Period based on cumulative performance measured over the current and all previous performance periods. The amount disclosed reflects a number of shares subject to the PSU award assuming the attainment of threshold-level of achievement. (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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on November 26, 2025. (17)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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on November 30, 2026. (18)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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on November 30, 2025, subject to the achievement of the annual performance criteria. A portion of the shares may also vest during a later Performance Period based on cumulative performance measured over the current and all previous performance periods. The amount disclosed reflects a number of shares subject to the PSU award assuming the attainment of threshold-level of achievement.
Outstanding Equity Awards at Fiscal Year-End
(19)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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on December 1, 2027. (20)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 subject to the NEO's continuous employment through the applicable vesting date, and will be fully vested on December 1, 2026, subject to the achievement of annual performance criteria. A portion of the shares may also vest during a later Performance Period based on cumulative performance measured over the current and all previous performance periods. The amount disclosed reflects a number of shares subject to the PSU award assuming the attainment of threshold-level of achievement.
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, 2025:
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) | | Edward H. West | — | $— | — | $— | | David Lyle | — | — | 14,546 | 158,260 | | Garrett Gafke | — | — | — | — | | Jason L. Gray | — | — | 17,281 | 157,948 | | Michael E. Diamond | 28,627 | 15,696 | 23,777 | 221,528 |
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, 2025. 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 prepared the ratio of the annual total compensation of our PEO to the median employee’s annual total compensation, by comparing the total compensation of Mr. West, our PEO, against that of our median employee identified as of July 31, 2025. For the year ended September 30, 2025, total compensation for Mr. West was $9,414,057, as reported in the "Total" column of the Summary Compensation Table on page 51. The median employee’s (excluding the PEO) annual total compensation for 2025 was $93,795. 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 100 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, 2025, consisting of approximately 607 individuals located worldwide (approximately 429 of which are located internationally). We did not exclude any employees from our determination of the median employee. During fiscal 2025, we paid our non-US employees in local foreign currency, which included Euros and British pound sterling. Amounts were converted into U.S. Dollars based on applicable exchange rates as of July 31, 2025 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 five fiscal years’ total compensation for our PEO, and on an average basis, our NEOs for the past five 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 36 of this Proxy Statement.
Pay Versus Performance
| Fiscal Year | Summary Compensation Table Total for PEO - West(1) | Compensation Actually Paid to PEO - West(4) | Summary Compensation Table Total for PEO - Carnecchia(2) | Compensation Actually Paid PEO - Carnecchia(4) | Summary Compensation Table Total for PEO - Carter(3) | Compensation Actually Paid to PEO - Carter(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) | | | | 2025 | $9,414,057 | $9,941,865 | $— | $— | $— | $— | $2,480,916 | $3,095,272 | $76.69 | $196.00 | $8,796 | $179,691 | | 2024 | — | — | 4,267,012 | (1,547,422) | 1,336,170 | 938,417 | 1,499,889 | 1,145,754 | 68.05 | 163.13 | 3,278 | 172,083 | | 2023 | — | — | 2,890,477 | 3,499,765 | — | — | 968,783 | 1,069,903 | 84.14 | 124.02 | 8,027 | 172,552 | | 2022 | — | — | 4,935,709 | (264,226) | — | — | 1,097,940 | 337,407 | 71.90 | 89.41 | 3,694 | 144,804 | | 2021 | — | — | 3,142,487 | 9,567,265 | — | — | 943,037 | 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 Edward H. West (our 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 Scipio "Max" 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. (3)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. (4)The dollar amounts reported in these columns represent CAP for each PEO, as calculated in accordance with Item 402(v) of Regulation S-K. They do not reflect actual compensation earned by or paid to each PEO during the applicable year, and differ from “Total Compensation” as set forth in the Summary Compensation Tables for each applicable year as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following table details how CAP is determined for each PEO for the applicable year:
Pay Versus Performance
| PEO | Edward H. West | Scipio "Max" Carnecchia | | | | Scott Carter | | Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | 2024 | | Summary Compensation Table Total | $9,414,057 | $4,267,012 | $2,890,477 | $4,935,709 | $3,142,487 | $1,336,170 | | Deduct: Value of equity awards reported in Summary Compensation Table | (7,902,361) | (2,992,325) | (1,971,333) | (4,025,989) | (1,965,407) | (828,086) | | Add: Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 8,430,169 | — | 2,121,544 | 1,993,329 | 3,233,450 | 444,040 | | Add: Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | — | — | 450,314 | (2,373,751) | 4,946,721 | (104,062) | | Add: Fair value as of the vesting date of vested awards granted in current fiscal year | — | — | — | — | — | — | | Add/Deduct: Year over year change in fair value of equity awards granted in prior years that vested in the year | — | 108,826 | 8,763 | (793,524) | 210,014 | 90,355 | | Subtract: Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | — | (2,930,935) | — | — | — | — | | Compensation Actually Paid | $9,941,865 | $(1,547,422) | $3,499,765 | $(264,226) | $9,567,265 | $938,417 |
Pay Versus Performance
(5)The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs as a group (excluding Messr. West, Carnecchia, and 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 2025, David Lyle, Garrett Gafke, Jason L. Gray, and Michael E. Diamond; (ii) for fiscal year 2024, David Lyle, Michael E. Diamond, Christopher Briggs, and Jason L. Gray; (iii) for fiscal year 2023, Frank Teruel, Michael Diamond, Christopher Briggs, Fuad Ahmad, and Scott Carter; (iv) for fiscal year 2022, Frank Teruel, Michael E. Diamond, Stephen Ritter and Scott Marcus; and (v) for fiscal year 2021, Frank Teruel, Jeffrey Davison, Michael E. Diamond, Jason L. Gray, and Stephen Ritter. Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table” for additional information. (6)The dollar amounts reported in these columns represents the average CAP for the Non-PEO NEOs, as calculated in accordance with Item 402(v) of Regulation S-K. They do not reflect actual compensation earned by or paid to the Non-PEO NEOs during the applicable year, and differ from “Total Compensation” as set forth in the Summary Compensation Tables for each applicable year as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following table details how CAP is determined for the non-PEO NEOs as a group for the applicable year:
Pay Versus Performance
| Fiscal Year | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $2,480,916 | $1,499,889 | $968,783 | $1,097,940 | $943,037 | | Deduct: Value of equity awards reported in Summary Compensation Table | (1,762,491) | (890,081) | (407,708) | (643,644) | (430,165) | | Add: Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 2,263,443 | 592,500 | 461,257 | 352,010 | 556,942 | | Add: Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | 110,358 | (83,624) | 51,677 | (379,700) | 273,505 | | Add: Fair value as of the vesting date of vested awards granted in current fiscal year | — | — | — | — | — | | Add/Deduct: Year over year change in fair value of equity awards granted in prior years that vested in the year | 3,046 | 27,070 | 3,027 | (89,199) | 149,040 | | Subtract: Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year | — | — | (7,133) | — | — | | Compensation Actually Paid | $3,095,272 | $1,145,754 | $1,069,903 | $337,407 | $1,492,359 |
Pay Versus Performance
(7)Cumulative TSR is calculated by (i) dividing the difference between the company’s share price at the end and the beginning of the measurement period and the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and 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, 2025 (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.