Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2021, the Board of Directors (the "Board") of Mitek Systems, Inc.
(the "Company"), based upon the recommendation of the Compensation Committee of
the Board, approved the Company's annual incentive program for the fiscal year
ending September 30, 2021 (the "2021 Plan"). Pursuant to the terms of the 2021
Plan, certain full time employees of the Company, including the Company's
executive team, will be eligible to receive cash bonuses based upon the
achievement of certain corporate and individual performance goals during the
2021 fiscal year. These bonuses are designed to attract, motivate, retain and
reward the Company's employees and executive team.
Under the 2021 Plan, achievement is tied to two financial metrics, revenue and
non-GAAP operating income margin calculated with respect to the Company's two
business areas, deposits and identify. Participants are assigned a primary and
secondary business area for purposes of the 2021 Plan. For participants who are
director-level and above, 80% of the target incentive is based upon achievement
of the revenue component of the 2021 Plan and the remaining 20% is based upon
achievement of the non-GAAP operating income margin component of the 2021 Plan,
subject to additional limitations, as set forth in the 2021 Plan. For all other
participants, 60% of the target incentive is based upon the achievement of the
revenue component of the 2021 Plan, 10% of the target incentive is based upon
the achievement of the non-GAAP operating income margin component of the 2021
Plan and the remaining 30% of the target incentive is based upon the achievement
of individual objectives, as determined at the sole discretion of the Company,
subject to additional limitations, as set forth in the 2021 Plan. The financial
metrics shall be set by the Company upon approval by the Board, in its sole
discretion.
Under the 2021 Plan, our Chief Executive Officer has a bonus target equal to
100% of his annualized salary; our Chief Financial Officer has a bonus target
equal to 60% of his annualized salary; our Chief Technology Officer has a bonus
target equal to 60% of his annualized salary; our Chief Legal Officer has a
bonus target equal to 50% of his annualized salary and our General Manager has a
bonus target equal to 50% of his annualized salary. The maximum bonus payable to
participants is 200% of their respective bonus targets.
The foregoing description is intended only as a summary of the material terms of
the 2021 Plan and is qualified in its entirety by reference to the text of the
2021 Plan, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The exhibits shall be deemed to be filed or furnished, depending on
the relevant item requiring such exhibit, in accordance with the provisions of
Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit Number             Description
10.1                       Mitek Systems, Inc. Cash Incentive Program Fiscal 2021
                           Cover Page Interactive Data File, formatting Inline Extensible Business
104                        Reporting Language (iXBRL)

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