Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective June 7, 2021, Susan Repo was appointed to the Board of Directors (the
"Board") of Mitek Systems, Inc. (the "Company").
Currently, the Company provides its outside directors with $125,000 in annual
equity compensation which generally is granted in March of each year.
Accordingly, on June 7, 2021, in connection with Ms. Repo's appointment to the
Board, she received a grant of restricted stock units of the Company ("RSUs")
having an initial value of $93,750, which units will fully vest in March 2021
(immediately prior to the date of the Company's annual stockholder meeting). The
number of shares of the Company's common stock subject to this RSU award was
calculated based on the closing price of the Company's common stock on the date
of grant. As a non-employee director, Ms. Repo will be entitled to receive the
Company's standard fees for her service as a member of the Board.
The Company has entered into its standard form of indemnification agreement with
Ms. Repo, a copy of which was filed as Exhibit 10.21 to the Company's Form 10-K
filed with the Securities and Exchange Commission (the "SEC") on December 5,
2014.
In addition, on June 8, 2021 the Company announced that Frank Teruel, age 55,
was appointed as the Company's Chief Financial Officer and Senior Vice
President, effective July 16, 2021 (or such other start date as may be agreed
upon by the Company).
Mr. Teruel brings decades of executive financial and operational leadership from
both public and private companies and is a recognized thought leader in the
digital identity/fraud management space. Most recently, Mr. Teruel was the Chief
Operating Officer of ADARA, Inc., a global leader in predictive consumer
intelligence through its permissioned data and verified identity platform. From
2012 to 2019, he led ThreatMetrix as their General Manager (2018 - 2019) and as
their Chief Financial Officer (2012 - 2018) where they grew revenue from $5
million and ultimately sold ThreatMetrix to RELX/LexisNexis for $830 million.
Mr. Teruel also serves as an Adjunct Professor at Santa Clara University's
Leavey School of Business MBA program. Mr. Teruel holds a Masters of Business
Administration from Liberty University and a Bachelor of Science degree in
Business Administration from Bob Jones University.
In connection with his appointment as the Company's Chief Financial Officer, Mr.
Teruel will be paid a cash salary of $360,000 per year. Mr. Teruel will be
eligible to receive an annual bonus not to exceed 100% of his then-current base
salary, with a target bonus amount equal to 50% of his then-current base salary,
subject to the Company's achievement of certain business and/or financial goals
and Mr. Teruel's achievement of individual performance goals to be established
by the Chief Executive Officer in the ordinary course. Mr. Teruel will be
eligible to participate in certain Company-sponsored benefits, such as health
insurance plans, provided he meets the respective plan eligibility requirements.
Under the Company's reimbursement policies, he will be entitled to reimbursement
of his reasonable out of pocket costs and expenses incurred on Company business.
Pursuant to Nasdaq Listing Rule 5635(c)(4), Mr. Teruel will be granted RSUs with
a value equal to $1,200,000 as of the date of grant, as a material inducement to
accept employment with the Company. As long as Mr. Teruel remains employed by
the Company, the RSUs will vest in four equal annual installments, with the
first installment vesting on the one-year anniversary of the grant date and 25%
each subsequent anniversary of the grant date. In the event of a Change of
Control (as defined in the Severance and Change in Control Agreement (described
below)), all of the unvested RSUs will vest and become exercisable, subject to
certain terms and conditions set forth therein.
In connection with his employment, the Company will enter into the Company's
standard form Severance and Change in Control Agreement (the "Severance
Agreement") with Mr. Teruel. Pursuant to the terms of the Severance Agreement,
if Mr. Teruel's employment with the Company is terminated by the Company without
"cause" or by Mr. Teruel for "good reason" (each as defined in the Severance
Agreement), in each case, other than in connection with a Change of Control (as
defined in the Severance Agreement), then as long as Mr. Teruel signs a release
of any claims against the Company, he will be entitled to the following
severance benefits: (i) a lump-sum cash amount equal to his earned but unpaid
salary as of his termination date; (ii) a lump-sum cash amount equal to 50% of
his base salary as of his termination date; (iii) a lump-sum cash amount equal
to the value of six (6) months of COBRA continuation coverage; and (iv) all
equity awards granted to him will be treated as set forth in the applicable
award agreements and plan documents to which such equity awards are subject. In
the event any such termination occurs at any time two months prior to or within
12 months after a Change of Control, then, as long as Mr. Teruel signs a release
of any claims against the Company, in addition to the benefits set forth
immediately above, (i) all of the unvested shares of Company stock underlying
outstanding equity awards then held by Mr. Teruel shall automatically accelerate
and become vested and exercisable (to the extent applicable, or settled in cash
or stock, as applicable) and all such equity awards shall remain exercisable (to
the extent applicable) at all times prior to the expiration of the original term
of such equity award, and (ii) all restrictions of any kind imposed by the
company or contained in any equity plan or any equity award that relates to any
equity securities or equity awards of the Company then held by Mr. Teruel shall
lapse.
Mr. Teruel and the Company will also enter into the Company's standard form of
indemnification agreement for directors and officers providing for the
indemnification by the Company in certain circumstances for actions taken in
connection with his service to or for the Company. There are no arrangements or
understandings between Mr. Teruel and any other persons pursuant to which he was

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selected as the Company's Chief Financial Officer and pursuant to which he was
elected as a director of the Company. There are no family relationships between
Mr. Teruel and any director or executive officer of the Company, and he has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. Copies of the Company's standard form
Severance and Change in in Control Agreement and Indemnification Agreement are
included as exhibits to the Company's Annual Report on Form 10-K filed with the
SEC on December 20, 2020.
On June 8, 2021, the Company issued a press release announcing the appointment
of Ms. Repo as a member of the Board and Mr. Teruel as its Chief Financial
Officer. A copy of this press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) 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
99.1                       Press Release issued on June 8, 2021
                           Cover Page Interactive Data File, formatting Inline Extensible Business
104                        Reporting Language (iXBRL)

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