mitk-20250128

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

___________________________________

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Filed by a Party other than the Registrant ☐

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☐			Preliminary Proxy Statement

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☒			Definitive Proxy Statement

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☐			Soliciting Material under §240.14a-12

MITEK SYSTEMS, INC.

_________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

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Mitek Systems, Inc.

770 First Avenue, Suite 425
San Diego, CA 92101

Notice of Annual Meeting of Stockholders

Tuesday, March 4, 2025
9:00 a.m. Pacific Time
770 First Avenue
Suite 425
San Diego, CA 92101

The principal business of the Annual Meeting will be to:

1.To elect the following directors to serve until our 2025 annual meeting of stockholders and until their respective successors have been duly elected and qualified: Scott Carter, James D. Fay, Rahul Gupta, Susan Repo, Mark Rossi, Kimberly Stevenson, Donna Wells, and Edward West;

2.To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2025;

3.To approve, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement accompanying this notice; and

4.To transact such other business as may properly come before the meeting or any adjournment of postponement thereof.

These items of business are more fully described in the Proxy Statement accompanying this notice.

Our Board of Directors has fixed the close of business on January 17, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and all adjournments or postponements thereof. A list of these stockholders will be open to examination by any stockholder at the annual meeting and for a period of ten days ending on the day before the annual meeting, or March 3, 2025, during normal business hours at our executive offices located at 770 First Avenue, Suite 425, San Diego, California 92101. Enclosed for your convenience is a proxy card which may be used to vote your shares at the annual meeting. The proxy materials, including a proxy card and our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, are available online at www.proxydocs.com/MITK.

You are invited to attend the annual meeting in person. Even if you expect to attend the annual meeting, it is important that you complete, sign, date and return the enclosed proxy card as promptly as possible in the enclosed return envelope (which is postage prepaid if mailed in the United States) in order to ensure that your shares are represented at the annual meeting. Even if you have voted by proxy, you may still revoke such proxy and vote in person if you attend the annual meeting. However, please note that if your shares are held of record by a broker, bank or other agent and you wish to vote at the annual meeting, you must obtain a proxy card issued in your name from such record holder.

By Order of the Board of Directors,

Scott Carter
Chair of the Board

San Diego, CA
January 28, 2025

MITEK SYSTEMS, INC.

Proxy Statement

Table of Contents


Question and Answers			1

Proposal No. 1 - Election of Directors			7
Director Biographies			9

Board and Corporate Governance			16
Code of Business Conduct and Ethics			16
Director Independence			17
Board's Role in Risk Oversight			17
Stockholder Engagement			18
Stockholder Communications			18
Related-Party Transaction Policy			18
Consideration of Director Nominees			19
Director Nominations			19
Board Meetings and Committees			21
Attendance at Annual Meeting			22

Director Compensation			23
Director Compensation for Fiscal 2024			24

Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm			25
Pre-Approval Policies and Procedures			25
Proposal No. 3 - Approval of the Compensation of our Named Executive Officers			27
Audit Committee Report			29


Executive Compensation			34
Information Regarding our Executive Officers			32
Compensation Discussion and Analysis			34
Process for Establishing Compensation			35
Components of Executive Compensation			37
Summary Compensation Table			43
Outstanding Equity Awards at Fiscal Year-End			48
Potential Payments upon Termination or Change in Control			50
Principal Executive Officer Pay Ratio			56
Pay Versus Performance			57

Compensation Committee Report			62

Environment, Social and Governance Initiatives			63

Stock Ownership Information			65
Directors and Officers			65
Securities Authorized for Issuance Under Equity Compensation Plan			67

Other Business			69

Proxy Card			70

Questions and Answers

Why am I receiving these materials?

We sent you this proxy statement (the “Proxy Statement”) and the enclosed proxy card because the Board of Directors (the “Board”) of Mitek Systems, Inc. (sometimes referred to as “we”, “us”, “our”, “Mitek” or the “Company”) is soliciting your proxy to vote at our 2025 annual meeting of stockholders, or any adjournment or postponement thereof (the “Annual Meeting”). You are invited to attend the Annual Meeting and we request that you vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed proxy card or submit your proxy through the Internet or by telephone according to the instructions contained in the enclosed proxy card.

We intend to mail this Proxy Statement and the accompanying materials to all stockholders of record entitled to vote at the Annual Meeting on or about January 28, 2025.

When and where will the Annual Meeting be held?

The Annual Meeting will be held at 9:00 a.m., local time, on Tuesday, March 4, 2025, at Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101.

What am I voting on?

Stockholders are being asked to vote on the following proposals:

1.Election of the eight nominees for director named in this Proxy Statement to serve until our 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified (“Proposal No. 1”);

2.Ratification of the appointment of BDO USA, P.C. (“BDO”) as our independent registered public accounting firm for the fiscal year ending September 30, 2025 (“Proposal No. 2”); and

3.Approval, on an advisory (non-binding) basis, of the compensation paid to our named executive officers as presented in this Proxy Statement (“Proposal No. 3”).

Will there be any other items of business on the agenda?

Other than the election of directors, the ratification of the appointment of BDO as our independent registered public accounting firm, and the advisory vote on the compensation of our named executive officers, the Board knows of no other matters to be presented at the Annual Meeting. If any other matter should be presented at the Annual Meeting upon which a vote may properly be taken, shares represented by all proxies received by the Board will be voted with respect to such matter in accordance with the judgment of the persons named as attorneys-in-fact in the proxies.

How does the Board of Directors recommend I vote on these proposals?

The Board recommends that you vote your shares:

•"FOR" each of the eight nominees for director named in this Proxy Statement;

•"FOR" the ratification of the appointment of BDO as our independent registered public accounting firm for the fiscal year ending September 30, 2025; and

•"FOR" the approval, on an advisory (non-binding) basis, of the compensation paid to our named executive officers as presented in this Proxy Statement.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on January 17, 2025 will be entitled to vote at the Annual Meeting. At the close of business on this record date, there were 45,231,214 shares of common stock outstanding and entitled to vote. With respect to each proposal to be voted upon at the Annual Meeting, you are entitled to one vote for each share of common stock held as of the record date. Most Mitek stockholders hold their shares as a beneficial owner (through a broker, bank, or other nominee) rather than as a stockholder of record (directly in their own name).

Stockholder of Record: Shares Registered in Your Name

If at the close of business on January 17, 2025, your shares of common stock were registered directly in your name with our transfer agent, Computershare Trust Company, NA, then you are the stockholder of record of these shares. As a stockholder of record, you may vote either in person at the Annual Meeting or by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date and return the enclosed proxy card or submit your proxy through the Internet or by telephone by following the instructions provided in the enclosed proxy card to ensure that your vote is counted.

Beneficial Owner: Shares Registered in the Name of Your Broker, Bank or Other Agent

If at the close of business on January 17, 2025 your shares of common stock were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. Certain of these institutions offer the ability to direct your agent how to vote through the Internet or by telephone. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy card issued in your name from your broker, bank or other agent in whose name the shares are registered prior to the Annual Meeting.

How can I vote my shares?

With respect to Proposal No. 1, you may either vote “for” any or all of the nominees proposed by the Board, or you may “withhold” your vote for any or all of the nominees. For Proposal No. 2 and Proposal No. 3, you may vote “for” or “against” or abstain from voting. The procedures for voting are described below, based upon the form of ownership of your shares.

Stockholder of Record: Shares Registered in Your Name

If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. You may vote by proxy using the enclosed proxy card, vote by proxy through the Internet or vote by proxy over the telephone. The procedures for voting by proxy are as follows:

•Voting over the Internet. To vote by proxy through the Internet, go to the website address set forth on the enclosed proxy card and follow the instructions provided at the website.

•Voting by Telephone. To vote by proxy over the telephone, dial the toll-free phone number listed on your proxy card under the heading “Vote by Phone” using a touch-tone phone and follow the recorded instructions.

•Voting By Mail. To vote by proxy using the enclosed proxy card, complete, sign and date your proxy card and return it promptly in the envelope provided.

If you vote by proxy, your vote must be received by 11:59 p.m. Eastern Standard Time on Monday, March 3, 2025, to be counted. If you are a stockholder of record and attend the Annual Meeting in person, you may vote in person at the Annual Meeting. We will give you a ballot when you arrive and any previous proxy that you submitted, whether by mail, Internet or telephone, will be superseded by the vote that you cast in person at the Annual Meeting. If you have any questions regarding how to submit your proxy or vote your shares at the Annual Meeting, please call our Corporate Secretary at (619) 269-6800.

We provide Internet and telephone proxy voting with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet and telephone access, such as usage charges from Internet access providers and telephone companies.

Beneficial Owner: Shares Registered in the Name of Your Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from the Company. To ensure that your vote is counted, simply complete, sign, date and mail the proxy card or, if provided by your agent, follow the instructions for submitting your proxy through the Internet or by telephone. To vote in person at the Annual Meeting, you must obtain a proxy card issued in your name from your broker, bank or other agent in whose name the shares are registered prior to the Annual Meeting. Follow the instructions from your broker, bank or other agent included with these proxy materials or contact your broker, bank or other agent to request a proxy card.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign, date and return each proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy or revoke my proxy?

Yes. You may change your vote with respect to any proposal by revoking your proxy at any time prior to the commencement of voting with respect to such proposal at the Annual Meeting. If you are a stockholder of record, you may revoke your proxy in any one of three ways:

•You may submit another properly completed proxy with a later date by mail, through the Internet or by telephone (your latest Internet or telephone instructions submitted prior to the deadline will be followed);

•You may send a written notice that you are revoking your proxy to our Corporate Secretary at Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101, Attn: Corporate Secretary by no later than the close of business on Monday, March 3, 2025; or

•You may attend the Annual Meeting and vote in person. However, simply attending the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held of record by a broker, bank or other agent, you must contact such record holder to revoke any prior voting instructions or obtain a proxy card issued in your name from such record holder in order to vote in person at the Annual Meeting. Following the commencement of voting with respect to a proposal, you may not revoke your proxy or otherwise change your vote with respect to such proposal.

Votes will be counted by the inspector of elections appointed for the Annual Meeting.

How are my shares voted if I give no specific instruction?

We must vote your shares as you have instructed. If there is a matter on which a stockholder of record has given no specific instruction but has authorized us generally to vote the shares, they will be voted as follows:

•"FOR" each of the eight nominees for director named in this Proxy Statement;

•"FOR" the ratification of the appointment of BDO as our independent registered public accounting firm for the fiscal year ending September 30, 2025; and

•"FOR" the approval, on an advisory (non-binding) basis, of the compensation paid to our named executive officers as presented in this Proxy Statement.

This general authorization would exist, for example, if a stockholder of record merely signs, dates and returns the proxy card but does not indicate how its shares are to be voted on one or more proposals. If other matters properly come before the Annual Meeting, or any adjournment or postponement thereof, and you do not provide specific voting instructions, your shares will be voted as recommended by the Board.

If your shares are held of record by a broker, bank or other agent, see “What is a broker non-vote?” below regarding the ability of brokers, banks and other such holders of record to vote the uninstructed shares of their clients or other beneficial owners in their discretion and for an explanation of broker non-votes.

What is a broker non-vote?

Under rules that govern brokers, banks and other agents that are record holders of company stock held in brokerage accounts for their clients who beneficially own the shares, such record holders who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain routine matters (“discretionary matters”), but do not have discretion to vote uninstructed shares as to certain other non-routine matters (“non-discretionary matters”). Accordingly, a broker may submit a proxy card on behalf of a beneficial owner from whom the broker has not received voting instructions that casts a vote with regard to discretionary matters but expressly states that the broker is not voting as to non-discretionary matters. The broker’s inability to vote on non-discretionary matters with respect to which the broker has not received voting instructions from the beneficial owner is referred to as a “broker non-vote.”

What are the voting requirements that apply to the proposals discussed in this Proxy Statement?

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.

The ratification of the appointment of BDO as our independent registered public accounting firm contemplated by Proposal No. 2 and the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers contemplated by Proposal No. 3, each require the affirmative vote of the majority of shares of common stock present or represented by proxy and entitled to vote on such proposals. Accordingly, if a proposal receives more "for" votes than "against" votes and abstentions, the proposal will be approved.

What is the impact of abstentions, withhold votes and broker non-votes?

Withhold Votes: Votes withheld will have no effect on Proposal No. 1 because, under plurality voting rules, 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.

Abstentions: Under Delaware law (under which Mitek is incorporated), abstentions are counted as shares present and entitled to vote at the Annual Meeting. Therefore, abstentions will have the same effect as a vote “against” Proposal No. 2 and Proposal No. 3.

Broker Non-Votes: Brokers, banks and other agents are not permitted to vote the uninstructed shares of their clients on a discretionary basis in the election of directors. Broker non-votes, if any, will have no effect on the outcome of the vote on Proposal No. 1. Proposal No. 3 is also considered a non-discretionary matter on which your broker, bank or other agent will not be able to vote on your behalf if it does not receive instructions from you, and therefore there may be broker non-votes on Proposal No. 3. Broker non-votes, if any, will have no effect on the outcome of the vote on Proposal No. 3.

If you hold your shares in street name and you do not instruct your broker, bank or other agent how to vote your shares on Proposal No. 1 and Proposal No. 3, no votes will be cast on your behalf on these proposals. Therefore, it is important that you indicate your vote on these proposals if you want your vote to be counted.

Proposal No. 2 is considered a discretionary matter on which your broker, bank or other agent will be able to vote on your behalf even if it does not receive instructions from you and, therefore, no broker non-votes are expected to exist in connection with Proposal No. 2. Broker non-votes, if any, will have no effect on the outcome of the vote on Proposal No. 2.

Who pays for the cost of this proxy solicitation?

We will pay the expenses of soliciting proxies for the Annual Meeting, including the cost of preparing, assembling and mailing the proxy materials. Proxies may be solicited personally, by mail, by telephone, by facsimile or by electronic mail by our directors, officers or other employees. Our directors, officers or other employees will not receive additional compensation for soliciting proxies. We may request that any person holding stock in their name for the benefit of others, such as a broker, bank or other agent, forward the proxy materials to such beneficial owners and request authority to execute the proxy. We will reimburse any such broker, bank or other agent for their expenses in connection therewith.

What constitutes a quorum at the Annual Meeting?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least the holders of a majority of the voting power of our common stock issued and outstanding on the record date and entitled to vote at the meeting are present in person, present by any means of remote communication authorized by the Board in its sole discretion or represented by proxy at the Annual Meeting. At the close of business on January 17, 2025, the record date for the Annual Meeting, there were 45,231,214 shares of common stock outstanding. Thus, a total of 45,231,214 shares are entitled to vote at the Annual Meeting and holders of common stock representing at least 22,615,608 votes must be represented at the Annual Meeting either in person or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or if one is submitted on your behalf by your broker, bank or other agent) or if you vote in person at the Annual Meeting. Votes withheld from a director nominee and abstentions will be counted as present for purposes of establishing the required quorum. Broker non-votes will be counted as present for purposes of establishing the required quorum. If there is no quorum, the chairperson of the meeting or the holders of a majority of the voting power of the shares, which are entitled to vote at the Annual Meeting and are present in

person, present by any means of remote communication authorized by the Board in its sole discretion or represented by proxy at the Annual Meeting may adjourn the Annual Meeting to another date.

I have also received a copy of the Company's Annual Report on Form 10-K. Is that a part of the proxy materials?

Our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2024, accompanies this Proxy Statement. This document constitutes our Annual Report to Stockholders and is being made available to all stockholders entitled to receive notice of and to vote at the Annual Meeting. Except as otherwise stated, the Form 10-K is not incorporated into, and is not part of, this Proxy Statement and should not be considered proxy solicitation material.

Where can I find the voting results of the Annual Meeting?

Voting results are expected to be announced at the Annual Meeting and will also be disclosed in a Current Report on Form 8-K (the “Current Report on Form 8-K”) that we will file with the SEC within four business days of the date of the Annual Meeting. In the event the results disclosed in the Current Report on Form 8-K are preliminary, we will subsequently amend the Current Report on Form 8-K to report the final voting results within four business days of the date that such results are known.

How do I submit a stockholder proposal for consideration at next year's annual meeting of stockholders?

Stockholders may submit proposals regarding matters appropriate for stockholder action for consideration at our next annual meeting of stockholders consistent with Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be considered for inclusion in the proxy materials for our 2026 Annual Meeting, a stockholder proposal pursuant to Rule 14a-8 must be submitted in writing to our Corporate Secretary at Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101, Attn: Corporate Secretary, in writing not later than September 30, 2025. A stockholder proposal will need to comply with the SEC regulations under Rule 14a-8 of the Exchange Act, regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Although the Board will consider stockholder proposals, we reserve the right to omit from our proxy statement, or to vote against, stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.

Pursuant to the terms of our third amended and restated bylaws (the “Bylaws”), stockholders wishing to submit proposals or director nominations, including those that are not to be included in our 2026 proxy statement and proxy, must provide timely notice in writing to our Secretary at Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101, Attn: Corporate Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not later than the close of business on December 4, 2025 nor earlier than November 4, 2025. In the event that the date of the 2026 Annual Meeting is more than 30 days before or more than 60 days after the one-year anniversary of the 2025 Annual Meeting, then our Secretary must receive such written notice 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. Stockholders are advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations.

In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than those nominated by us must provide timely notice in the manner prescribed by, and that sets forth the information required by, Rule 14a-19 under the Exchange Act.

We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.

I share an address with another stockholder and we received only one paper copy of the proxy materials. How can I obtain an additional copy of the proxy materials?

Some brokers, banks and other agents may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Proxy Statement or Annual Report on Form 10-K may have been sent to

multiple stockholders in a single household. We will promptly deliver a separate copy of either document to any stockholder upon written or oral request, free of charge. To make such a request, please contact us at Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101, Attn: Corporate Secretary or (619) 269-6800. If you would like to receive separate copies of our proxy statement or annual report in the future, or you are receiving multiple copies and would like to receive only one copy per household, contact your broker, bank or other agent, or contact us at the above address and phone number.

Do the Company's officers and directors have an interest in any of the matters to be acted upon at the Annual Meeting?

Each of Scott Carter, James D. Fay, Rahul Gupta, Susan Repo, Mark Rossi, Kimberly Stevenson, Donna Wells, and Edward West has an interest in Proposal 1, the election to the Board of the eight director nominees set forth herein, as they are the current directors of the Board or, in the case of Mr. Rossi, a new nominee to the Board subject to this vote. Members of the Board and our executive officers do not have any interest in Proposal No. 2, the ratification of the appointment of our independent registered public accounting firm. Our executive officers have an interest in Proposal No. 3, the approval of the compensation of the named executive officers, as their compensation is subject to this vote.

Proposal No. 1
Election of Directors

Nominees

Mitek's Board of Directors is elected each year at the Annual Meeting of Stockholders. Mitek currently has eight directors. One current director, Mr. Hale, previously notified the Company that he will not stand for re-election (see the Company's Current Report on Form 8-K filed on October 22, 2024) . Upon the recommendation of the Nominating and Corporate Governance Committee (the "Nominating Committee"), the Board has nominated the eight individuals listed below for election at the Annual Meeting, each of whom, other than Mr. Rossi, currently serves as a director of Mitek. 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. As of the date of this Proxy Statement, 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 2026 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.

Committee
Memberships

Director Nominee(1)

Independent

Age

Director Since

NGC

Scott Carter

Director & Chair of the Board

Yes

2022

James D. Fay

Director

Yes

2024

Rahul Gupta

Director

Yes

2022

Susan Repo

Director & Audit Committee Chair

Yes

2021

Mark Rossi(2)

Director Nominee

Yes

N/A

Kimberly Stevenson

Director & Compensation Committee Chair

Yes

2020

Donna Wells

Director & Nominating Committee Chair

Yes

2019

Edward West

Director & Chief Executive Officer

2024

Key to Committees:

Audit Committee

Compensation Committee

NGC

Nominating Committee

(1)Our existing board and director nominees represent a diverse slate with women constituting approximately 40% of the Board and non-white members constituting approximately 25% of the Board. In addition, all three of our standing committees are currently Chaired by women.

(2)The Board has nominated Mr. Rossi as a new board director to serve starting in 2025 if elected by our stockholders at the Annual Meeting, Mr. Rossi is anticipated to join the Audit Committee upon his election.

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 Board of 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.

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, diversity, equity, and inclusion.

•

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

The following is a brief biographical summary of the experience of our directors and director nominees:


Scott Carter
INDEPENDENT Age: 55 Director Since: 2022 Board Committees • None Education: • Bachelor of Arts, University of Delaware • Master in Business Administration (MBA): University of Delaware; Lerner College of Business • Completed additional executive education programs at Kellogg School at Northwestern University • Directorship Certification from the National Association of Corporate Directors (NACD)			Mr. Carter is the current Chair of the Board and has served as a director since March 2022. Mr. Carter previously served as the Interim Chief Executive Officer and Executive Chair of the Board from June 1, 2024 to October 1, 2024, as Chair of the Board from December 2023 through May 2024, as Executive Chair from January 24, 2023 to December 1, 2023, and as a special advisor to our former CEO and Board of Directors sharing his industry knowledge and assisting with product and market strategy from December 2020 through February 2022 when he joined the Board as a director. From September 2014 to July 2018 he served as the Chief Executive Officer and previously Chief Operating Officer of ID Analytics, now LexisNexis, a provider of fraud, identity and credit risk solutions powered by an advanced machine learning and AI capabilities. He is widely credited with catalyzing a transformation at ID Analytics that led to rapid growth acceleration, improved margins and significant market share expansion. From May 2019 until December 2020, Mr. Carter served as the Chief Operating Officer and Advisor of Brain Corp, an artificial intelligence company which creates transformative core technology for the robotics industry. From January 2005 to June 2013, Mr. Carter served as Senior Vice President and GM for Fraud and Identity Solutions and Analytics Solutions, globally, with Experian. Earlier in his career, he held leadership roles in in financial services industries for companies including First Union (now Wells Fargo), Associates First Capital (now Citi) and American Express. Mr. Carter previously served as an Executive Officer of Mitek from July 2013 until September 2014. Mr. Carter is a member of the board of directors of Guardinex, Inc. and previously served on the board of directors of Vital4, LendingUSA and Ubiq Security (board chair). Mr. Carter has also advised various private equity firms on prospective acquisitions of SaaS, FinTech and data and AI enabled companies. Mr. Carter is a seasoned executive with a diverse range of experiences as a technology business leader, advisor and board member. Having held C-level positions for leading solution providers and previously in client-side industry roles, the Board believes that Mr. Carter's unique 360-degree view and consistent track record of accelerating growth for organizations, utilizing client and market insight to inform strategy, corporate development product, technology, sales and marketing activities makes him qualified to serve on the Board. Key skills and qualifications: Strategic Planning, Executive Leadership, Industry, Human Capital Management and Executive Compensation, Technology, Product/Marketing/Sales, International.


James D. Fay
INDEPENDENT Age: 51 Director Since: 2024 Board Committees • Audit Education: • Bachelor of Arts: International Business and French Language, North Central College • Juris Doctor (JD): Harvard Law School			Mr. Fay currently serves as Chief Financial Officer at Matterport, Inc. (NASDAQ: MTTR) and brings more than 25 years of financial strategy and operational expertise to Mitek, having played a key role in scaling technology companies from early growth stages to IPO and acquisition. At Matterport, Mr. Fay has overseen the company’s financial operations since 2017, during which time the company quadrupled its revenues. He guided Matterport through a process to reach an agreement to sell the company to CoStar Group for nearly $2 billion, and his leadership in transitioning Matterport from a hardware to a recurring revenue SaaS model is expected to bring valuable insights to Mitek as the company focuses on scaling its recurring revenue streams and strengthening its market positioning. Mr. Fay has more than 25 years of experience as a globally focused senior executive, lawyer, and advisor for venture-backed and public technology companies, and he has structured and led IPOs on the NYSE and Nasdaq and managed strategic acquisitions across the U.S., Europe, and Asia. Prior to Matterport, Mr. Fay served as Chief Financial Officer at View, managing financial, legal, HR, and operations matters while the company was privately held. He also served as Chief Financial Officer and General Counsel at NeoPhotonics (NYSE: NPTN; acquired by Lumentum Holdings) and Senior Vice President and General Counsel at @Road (NASDAQ: ATRD; acquired by Trimble), taking both companies public on the NYSE and Nasdaq, respectively. Mr. Fay previously worked as an attorney at Venture Law Group, advising public and private tech companies on IPOs, M&A, and corporate matters. The Board believes Mr. Fay's experience adds extensive corporate governance, financial planning, investor relations and legal expertise as a director. Key skills and qualifications: Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Capital Markets, Human Capital Management and Executive Compensation, Technology, International.


Rahul Gupta
INDEPENDENT Age: 65 Director Since: 2022 Board Committees • Compensation • Audit Other Current Public Company Directorships • Corpay Former Public Company Directorships: • Cardtronics plc Education: • Bachelor of Arts: Commerce, Delhi University • Master of Business Administration (MBA) Magna Cum Laude: Indiana University			Mr. Gupta served as CEO of RevSpring, a high-growth technology services organization that provides intelligent financial engagement and payment solutions to 2,000 leading healthcare providers from January 2017 to March 2019. Mr. Gupta also previously served as Group President, Billing and Payments at Fiserv, from November 2014 to December 2016, and as Group President, Digital Payments, at Fiserv from December 2006 to November 2014. Mr. Gupta is a current board member at the following private companies: Amount, SavvyMoney, Solutions by Text, and Capital Good Fund. Additionally, he is an advisor at NYCA, a venture capital fund, the following private equity funds: Advent International and StoicLane, as well as several fintech companies. He is an Ambassador for the University of Southern California, a member of USC Provost Associates, and a mentor to multiple startup teams at the Viterbi School of Engineering. Mr. Gupta holds a CPA certification from India. The Board believes that Mr. Gupta is well qualified to serve on our Board of Directors due to his over 35 years of experience in the financial services and fintech industries having served in a variety of capacities at the board and executive levels. Key skills and qualifications: Corporate Governance, Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Human Capital Management and Executive Compensation, Technology, Product/Marketing/Sales.


Susan Repo
INDEPENDENT Age: 57 Director Since: 2021 Board Committees • Audit (Chair) • Nominating and Corporate Governance Other Current Public Company Directorships • Fiskars Group • Matterport, Inc. Education: • Bachelor of Science: Business Administration & Finance, University of Southern California • Juris Doctor (JD): Chicago-Kent College of Law, Illinois Institute of Technology			Ms. Repo has served as Chief Financial Officer of ICEYE, a Finnish earth observation data and insights company through its own micro satellite constellation since February 2021. From 2013 to 2018, Ms. Repo held various executive positions at Tesla, an electric vehicle manufacturer, most recently serving as Corporate Treasurer and Vice President Finance where she raised nearly $13 billion in capital and set Tesla's strategic balance sheet planning to ensure the necessary capital for its ambitions and as Chief Financial Officer of Tesla Financial Services, establishing from greenfield, its captive auto and energy leasing programs globally. From 2019 to 2020, Ms. Repo served as the Chief Operating Officer of MariaDB Corporation, an open-source data storage company. In 2019, Ms. Repo served as the Chief Executive Officer and Chief Operating Officer of DriveOn, an automotive fintech company, and in 2018, Ms. Repo served as the Chief Financial Officer of Topia, a talent mobility platform. From 2007 to 2013, she served as Senior Director of International Tax at Juniper Networks, Inc., a multinational corporation that develops and markets networking products, including routers, switches, network management software, network security products, and software-defined networking technology. Ms. Repo currently serves on the board of directors of Matterport, Inc., which announced its agreement to be acquired by CoStar Group for nearly $2 billion, and serves as Audit Chair as well as member of the Nomination and Governance Committee. Ms. Repo also serves on the boards and is a member of the Audit Committees of the Fiskars Group, a NASDAQ public company in Finland and GM Financial Bank in the U.S. Previously, Ms. Repo served on the board of Call2Recycle, Inc., the largest battery stewardship and recycling organization in North America, where she chaired the audit & technology committee. The Board believes her diverse and global experiences in the technology industry and working closely with the financial services industry make her well qualified to serve on the Board. Key skills and qualifications: Corporate Governance, Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Capital Markets, Human Capital Management and Executive Compensation, Technology, International.


Mark Rossi
INDEPENDENT Age: 68 Director Since: Nominee Board Committees • None (Audit expected upon election) Former Public Company Directorships: • Cardtronics plc • ChemDesign, Inc. • Conner Peripherals • International Manufacturing Services; • Maxwell Technology • Novatel Wireless • Stor Media Education: • Bachelor of Arts w/ honors: Economics, Saint Vincent College • Master of Business Administration (MBA) F.C. Austin Scholar: J.L. Kellogg School of Management, Northwestern University			Mr. Rossi is a founder and Senior Managing Director of Cornerstone Equity Investors, L.L.C., a Connecticut based private equity firm. The investment principals of Cornerstone have funded approximately 100 companies in a variety of industries but with a particular emphasis on technology and telecommunications, health care services and products and business services. Cornerstone and its predecessor firm have provided financing to a large number of successful companies including Dell Computer, Health Management Associates, Linear Technology, Micron Technology, Novatel Wireless, Inc. and Equitrac, Inc. Mr. Rossi was a Chairman of the Board of Cardtronics plc from 2018 until its sale in 2021, and was a member of the Audit and Compensation Committees and Chair of the Finance Committee from November 2010 to January 2021. From November 1997 to June 2016, Mr. Rossi was a director of Maxwell Technologies, Inc., serving as Chair from 2011 to 2016. Prior to the formation of Cornerstone Equity Investors in 1996, Mr. Rossi was President of Prudential Equity Investors, Inc., the private equity arm of Prudential Insurance Company of America. Mr. Rossi’s industry focus is on business services and technology companies. The Board believes that Mr. Rossi's extensive experiences in financial services and the tech industry, as well as his cumulative public company board experience, make him well qualified to serve on the Board. Key skills and qualifications: Corporate Governance, Strategic Planning, Industry, Finance/Accounting/Audit, Capital Markets, Human Capital Management and Executive Compensation.


Kimberly Stevenson
INDEPENDENT Age: 62 Director Since: 2020 Board Committees • Compensation (Chair) • Audit Other Current Public Company Directorships • Verisk Analytics Former Public Company Directorships: • Quarterhill, Inc. • Skyworks Solutions, Inc. • Boston Private Financial Holdings Education: • Bachelor of Science: Accounting and Business Management, Northeastern University • Master of Business Administration (MBA): Cornell University			Ms. Stevenson has served as a director since November 2020 and previously as our lead independent director from June 2024 to October 2024 and from January 2023 to December 2023. Previously, Ms. Stevenson served as senior vice president and general manager of the Foundational Data Services Business Unit at NetApp, Inc., a publicly traded provider of cloud data services. Prior to that, Ms. Stevenson served as senior vice president and general manager of data center products and solutions for Lenovo, a multinational technology company, from March 2017 to October 2018. From September 2009 to February 2017, she served as a corporate vice president at Intel Corporation, holding various positions including chief operating officer for the client and internet of things businesses and systems architecture group from September 2016 to February 2017, chief information officer from February 2012 to August 2016, and general manager, IT operations and services, from September 2009 to January 2012. Prior to joining Intel, Ms. Stevenson spent seven years at the former Electronic Data Systems, now DXC Technology, with responsibility for global development and delivery of enterprise services. She also spent more than 17 years at IBM in various finance and operational roles. The Board believes that Ms. Stevenson's 35 years of experience in the tech industry and resulting deep expertise in technology, finance, and digital innovation makes her well qualified to serve on the Board. Key skills and qualifications: Corporate Governance, Executive Leadership, Industry, Finance/Accounting/Audit, Human Capital Management and Executive Compensation, Technology, Product/Marketing/Sales.


Donna Wells
INDEPENDENT Age: 63 Director Since: 2019 Board Committees • Nominating and Corporate Governance Committee (Chair) Other Current Public Company Directorships • Walker & Dunlop (Chair of Audit & Risk Committee, member of Nominating & Corporate Governance Committee) Former Public Company Directorships: • Apex Technology Acquisition Corp • Boston Private Financial Holdings Education: • Bachelor of Science: Economics, The Wharton School, University of Pennsylvania • Master of Business Administration (MBA): Stanford University • Directorship Certification and Cyber-risk Oversight Certification from the National Association of Corporate Directors (NACD)			Ms. Wells was President and CEO of Mindflash Technologies, Inc., a privately held enterprise software company, from 2010 to 2017. In that capacity, she led the company from SaaS product launch to market leadership and to recognition as a Top 50 Small US Company to Work for by the Great Place to Work Institute. Previously, Ms. Wells was CMO at Mint Software, Inc. from 2007-2009. There, she led the growth strategy for this breakthrough, personal finance software company from product launch to the company’s acquisition by Intuit. Prior to Mint, Ms. Wells had a 20-year career in strategic marketing with The American Express Company and The Charles Schwab Corporation and led marketing for two Fortune 500 companies, Intuit, Inc. and the Expedia Group. She currently serves on the boards of Walker & Dunlop, a leading CRE finance company, and Betterment Holdings, Inc., a digital wealth management platform with over $50 billion in AUM, and as an Advisor at Sway Ventures, a venture capital firm, on their fintech and enterprise software investments. She was previously a director at Boston Private Financial Holdings, Inc, a bank holding company, and Apex Technology Acquisition Corporation, a special purpose acquisition company. In September 2019, Ms. Wells was appointed by the Center for Entrepreneurial Studies at the Stanford University Graduate School of Business as a Lecturer in Management. The Board believes Ms. Wells is well qualified to serve as a director due to her wealth of experience in the financial services, fintech and software industries at the executive and board levels. Key skills and qualifications: Corporate Governance, Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Technology, Product/Marketing/Sales.


Edward H. West
EMPLOYEE DIRECTOR Age: 58 Director Since: 2024 Former Public Company Directorships: • Cardtronics • Education Management Corp. • Entercom Communications Corp. Education: • Bachelor of Science: Business Administration with an emphasis on Finance, Emory University			Mr. West served as the Chief Executive Officer and Director since October 2024. From 2018 to 2021, Mr. West served as President and Chief Executive Officer of Cardtronics plc (2018 to 2021), which, prior to its acquisition by NCR Corporation in June 2021, was the largest owner and operator of non-bank ATMs in the world. During his time at Cardtronics, Mr. West also served as Executive Vice President, Chief Operating Officer, and Chief Financial Officer (2016 to 2017). Mr. West has more than 25 years of executive experience, including as President and Chief Executive Officer of Education Management Corp., Chairman and Chief Executive Officer of ICG Commerce, a subsidiary of Internet Capital Group, and Executive Vice President and Chief Financial Officer of Delta Air Lines, Inc. Mr. West’s current position as our Chief Executive Officer enables him to bring invaluable operational, financial, regulatory and governance insights to our Board; and his considerable role in the management of our company allows him to continually educate and advise our Board on our business, industry and related opportunities and challenges. Key skills and qualifications: Corporate Governance, Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Capital Markets, Human Capital Management and Executive Compensation, International.

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.

Required Vote



The Board recommends a vote "FOR" the election to the Board for each of the nominees discussed in this Proposal No. 1.

Board and Corporate Governance Practices

This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of the charters of all of the committees of the Board and our Code of Business Conduct (the “Code of Business Conduct”) described below may be viewed on the Investor Site section of our website at www.miteksystems.com. You may also request a copy of any of these documents free of charge by writing to our Corporate Secretary at Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101, Attn: Corporate Secretary.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct that applies to all of our executive officers and employees, and directors. Our Code of Business Conduct is posted on the Investor Relations section of our website under the heading Corporate Governance which can be found at: https://investors.miteksystems.com.

Any amendments or waiver of our Code of Business Conduct pertaining to a Board member or one of our executive officers will be disclosed on our website at the above-referenced address.

Board Leadership

Our corporate governance framework provides the Board flexibility to determine the appropriate leadership structure for the Company and whether the roles of Chair and CEO should be separated or combined. This flexibility permits the Board to organize its functions and conduct its business in a manner it deems most effective and in the best interest of the Company and its stockholders in then prevailing circumstances. Currently, the leadership structure of the Board is such that our Chair and Chief Executive Officer positions are separate with Mr. Carter, a member of the Board since March 2022, serving as the Chair and Mr. West serving as our Chief Executive Officer.

During fiscal 2024, due to the termination of our prior Chief Executive Officer, Mr. Carter served as the Company’s Executive Chair of the Board and Interim Chief Executive Officer while the Company performed a search for a permanent Chief Executive Officer. Once the Company hired Edward West as Chief Executive Officer on October 1, 2024, Mr. Carter resigned as the Interim Chief Executive Officer and from the Executive Chair role and remained as the Company’s Non-Executive Chair of the Board. Due to the interim nature of Mr. Carter’s Chief Executive Officer position, the Board appointed Ms. Stevenson, a member of the Board since November 2020, as Lead Independent Director for the time period where Mr. Carter served as both Executive Chair of the Board and Interim Chief Executive Officer. Among other things, during this brief transition period, the Lead Independent Director:

•presided at meetings of the Board at which the Chair was not present, including at executive sessions and meetings of the independent directors;

•reviewed and approved, or provided input and consulted on, materials sent to the Board (including materials related to the Board’s risk oversight); and

•reviewed and approved, or provided input and consulted on, the agenda and schedule for Board meetings (including suggesting agenda items related to the Board’s risk oversight).

The Board believes that the temporary structure of a combined interim Chief Executive Officer and Executive Chair of the Board role was appropriate given the circumstances and intended short-term nature of this arrangement and the addition of a Lead Independent Director to provide additional oversight. The Board believes this arrangement appropriately allocated the oversight of the business among the directors and the executive officers during the transition period.

Director Onboarding and Education

When new directors join our Board, they participate in an onboarding program to learn about our industry, business, strategies and policies. The onboarding program includes meetings with senior executives to discuss our businesses, strategy and operations, and our corporate functions, such as finance, product, go-to-market, technology, information systems, people operations and legal. New directors also meet with the executives and staff supporting the Committees on which they sit, as well as the Committees’ external consultants and advisors. Each new director is also partnered with an experienced fellow director “mentor” to facilitate the integration of the new director to the Board.

For continuing board education, we provide presentations by internal and external experts during Board meetings on a variety of topics regarding our business and industry. Our Board and Committees also regularly review developments in corporate governance to continue enhancing the Board’s effectiveness. We encourage directors to participate in external continuing director education programs and provide reimbursement for expenses associated with this participation. In addition, the Company provides membership for each independent director to the National Association of Corporate Directors (NACD) and utilizes a variety of NACD materials for board education topics.

Director Independence

The Board is responsible for establishing corporate policies and for the overall performance of the Company, although it is not involved in day-to-day operations. As required under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the company’s board of directors. The Board consults with our legal counsel to ensure that the Board’s determinations regarding the independence of our directors are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in applicable Nasdaq listing standards, as in effect from time to time. Consistent with these considerations, after review of all relevant transactions or relationships between each director or director nominee (or former director, as applicable), or any of his or her family members, and the Company, our senior management and our independent auditors, the Board has determined that all of our directors, other than Mr. West (who is employed as the Chief Executive Officer of the Company), and director nominees are independent, in each case as defined in Nasdaq Listing Rule 5605(a)(2). In addition, the Board has determined that the members of the Audit Committee meet the additional independence criteria required for audit committee membership.

With respect to Mr. Carter, who temporarily served as our Executive Board Chair for 11 months during calendar year 2023 and then as interim CEO and Executive Board Chair for four months during calendar year 2024 in connection with the Company’s CEO search process, the Board reviewed the relevant SEC and NASDAQ independence requirements and consulted with outside counsel and NASDAQ staff. Based on its own review and consultations, the Board determined that Mr. Carter is an independent as defined in Nasdaq Listing Rule 5602(a)(2). In particular, the Board considered that Mr. Carter was in such interim roles for a period of less than a year in each case.

Board's Role in Risk Oversight

The Board is responsible for oversight of risks facing the Company, while our management is responsible for day-to-day management of risk. The Board, as a whole, directly administers its risk oversight function. In addition, the risk oversight function is also administered through the standing committees of the Board, which oversee risks inherent in their respective areas of responsibility, reporting to the Board regularly and involving the Board in their performance of risk oversight, as necessary. For example, the Audit Committee oversees our financial exposure and financial reporting related risks and the Compensation Committee oversees risks related to our compensation programs and practices. The Board, as a whole, directly oversees our strategic and business risk, including, among other items, product development risk and cybersecurity risk, through regular interactions with our management and, from time-to-time, input from independent advisors.

The Company has implemented an enterprise risk management (“ERM”) program, overseen by the Board and the Audit Committee, which provides an enterprise-wide perspective on the Company’s risks. This ERM program is led by our Chief Executive Officer, Chief Financial Officer, and Chief Legal and Compliance Officer along with representatives from the Company’s various departments. Risks identified by the ERM program are reported to the Board, with a focus on the most significant risks facing the Company, including strategic, operational, financial, legal and compliance risks. Oversight responsibility for a particular risk may fall within an area of responsibility and expertise of one of the Board Committees.

Board's Role in Oversight of Strategy

The Board and its Committees actively engage with management to provide guidance on and oversight of the Company's business strategy throughout the year to ensure alignment between our long range strategy, our annual operating plans, and associated financial metrics. The Board dedicates at least one meeting annually to focus on the Company's long-term strategy, which include strategic plans from members of senior management on the priorities and implementation strategies for their respective lines of business. These strategic plans guide the Company's actions to manage risk and deliver shareholder value. The Board’s expanded strategy sessions may also include presentations by internal or external experts to discuss technologies and markets relevant to our core businesses as well as adjacent and emerging technologies. In addition, various elements of strategy are discussed at every Board meeting. In order to assess performance against our strategic plans, the Board receives regular updates on progress and execution from, and provides direction to, management throughout the year.

Management Succession Planning

The Company recently completed an extensive process which resulted in the hiring of a new Chief Executive Officer at the start of our 2025 fiscal year. Going forward, to assist in succession planning, the Chief Executive Officer will annually provide the Board with an assessment of senior managers and their potential to succeed to the position of Chief Executive Officer developed in consultation with the Nominating Committee and the Compensation Committee. In addition, the management team performs a skills and succession planning review with the Board on an annual basis with respect to other senior level roles.

Stockholder Engagement

We value our relationships with our stockholders and other stakeholders and engage with them on a broad range of topics including corporate governance, executive compensation, board leadership and composition, capital allocation, human capital, and other subjects of interest to our stockholders.

Members of our Board, our executive management and our investor relations teams regularly interact with our stockholders to discuss a variety of topics including, but not limited to, operations of the business, industry developments, competition, management compensation, legal topics and risks to the Company. The Company interacts with our stockholders via telephone calls and in-person meetings at investor conferences, in non-deal road shows, and meetings at the Company’s headquarters. In fiscal 2024, we focused our stockholder engagement on our top 20 institutional stockholders who hold a significant portion of our outstanding common stock, which represented approximately 30% of our outstanding common stock through one on one in-person meetings, virtual meetings or telephone calls as well as at investor conferences. Our CEO and Head of Investor Relations attended all such meetings and our Executive Chair, Compensation Committee Chair or other board members attended a portion of such meetings. Based in part on such stockholder feedback, we made changes during our fiscal 2024 year to certain financial and operational metrics that we disclose in our quarterly earnings call and refined our approach to certain capital allocation issues.

In addition to the meetings referenced above, as we commenced our 2025 compensation planning, we affirmatively reached out to our top 25 stockholders (representing approximately 55% of our outstanding common stock) to solicit their input on our compensation practices and to offer the opportunity to meet with our Compensation Committee Chairperson. As a result, four stockholders requested and held separate meetings with our Compensation Chair to discuss compensation issues. Based on this input we made additional changes to our compensation programs for 2025 as described below in the section entitled Compensation Discussion and Analysis.

Our engagement enables us to better understand our stockholders’ priorities and perspectives. We share the feedback from these conversations with our Board, and, when appropriate, the Board considers and implements perspectives in response to stockholder feedback.

Stockholder Communications

Any stockholder wishing to communicate with any an individual director, the Board as a group or a specified committee or group of directors, including the non-employee directors as a group, may write to the following address: Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101, Attn: Corporate Secretary. Additionally, stockholders may contact the Board by sending an email addressed to the Board to ir@miteksystems.com. Additional information and contact details may be found on our website at: www.miteksystems.com. We will receive and process communications before forwarding them to the addressee. Directors generally will not be forwarded stockholder communications that are primarily commercial in nature, relate to improper or irrelevant topics or request general information about the Company.

Related-Party Transaction Policy

Procedures for Approving Related Party Transactions

Our Board is committed to the highest legal and ethical standards of conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest. Under its written charter, the Audit Committee is charged with reviewing and approving all potential related party transactions. All such related party transactions are then required to be reported under applicable SEC rules. In approving or rejecting a proposed transaction, our Audit Committee will consider the relevant facts and circumstances, including but not limited to: potential conflicts of interest, the costs and benefits to the Company, the nature of the related party’s interest in the transaction, the availability and terms of other sources for comparable services or products, and, if applicable, the impact on a director’s independence. Other than as may be required by the Audit Committee’s charter, we have not adopted additional procedures for review of, or standards for approval of, related party transactions but instead review such transactions on a case-by-case basis.

Certain Relationships and Related Party Transactions

Other than equity and other compensation, termination, change of control and other arrangements, which are described under “Non-Employee Director Compensation” and “Executive Compensation,” since October 1, 2023, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved in the transaction exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than five percent of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Consideration of Director Nominees

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

Consistent with its proactive evaluation of director performance, skills and attributes, the Board is committed to a policy of inclusiveness and actively seeks out highly qualified diverse candidates (including age, race, gender, sexual orientation, and ethnicity) to include in the pool from which director nominees are chosen. These diversity characteristics are, and will continue to be, a priority for the Nominating Committee and the Board in our director nomination process because we believe it is important for the Board’s composition to appropriately reflect the diversity of our Company, shareholders, workforce, customers and communities. The composition of our director nominees reflects these ongoing efforts and the importance of differentiating personal characteristics and diversity among our directors.

Director Nominations

Stockholder Nominations

The Nominating Committee will consider director candidates recommended by our stockholders of record. The Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether or not a candidate was recommended by a stockholder of record. Stockholders of record who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board at an annual meeting of stockholders must do so by delivering a written recommendation and timely notice in accordance with our Bylaws to the Nominating Committee at Mitek Systems, Inc., 770 First Avenue, Suite 425, San Diego, California 92101, Attn: Corporate Secretary not later than the close of business on December 4, 2025 nor earlier than the close of business on November 4, 2025; provided, however, that if the date of our next annual meeting is more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, in order for notice by the stockholder to be timely, it must be so delivered, or mailed and received, not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made.

In general, each written recommendation must set forth, among other information:

•the name and address of the stockholder of record and any beneficial owner on whose behalf the nomination is being made;

•the class, series and number of shares of common stock of the Company, and any convertible securities of the Company, that are beneficially owned by the stockholder of record and any beneficial owner on whose behalf the nomination is being made;

•any option, warrant, convertible security, stock appreciation rights, or similar right with an exercise or conversion privilege or settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived from the value of any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise, directly or indirectly, owned beneficially by such stockholder of record and any beneficial owner on whose behalf the nomination is being made, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation;

•any proxy, agreement, arrangement, understanding, or relationship pursuant to which such stockholder of record and any beneficial owner on whose behalf the nomination is being made has or shares a right to vote any shares of any security of any class or series of the Company;

•any short interest in any security of the Company held by such stockholder of record and any beneficial owner on whose behalf the nomination is being made;

•the proposed director candidate’s name, age, business address and residential address;

•complete biographical information for the proposed director candidate, including the proposed director candidate’s principal occupation or employment and business experience for at least the previous five years;

•the class and number of shares of common stock of the Company that are beneficially owned by the proposed director candidate and any convertible securities of the Company that are beneficially owned by the director candidate as of the date of the written recommendation;

•a completed and signed questionnaire, representation and agreement from the director candidate, as further described in our Bylaws; and

•any other information relating to the proposed director candidate that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A promulgated under the Exchange Act.

Director candidate nominations from stockholders must be provided in writing and must include the written consent of each proposed nominee to serve as a director if so elected. Stockholders are advised to review our Bylaws, which contain additional requirements with respect to director nominations. If a proposed director candidate is recommended by a stockholder in accordance with the procedural requirements discussed above and more fully set forth in our Bylaws, the Secretary will provide the foregoing information to the Nominating Committee.

Evaluating Nominees for Director

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.

Board Meetings and Committees

The Board meets on a regular basis throughout the year to review significant developments affecting the Company and to act upon matters requiring its approval. The Board met 13 times in fiscal 2024, and each director attended over 75% of all Board and applicable committee meetings held during fiscal 2024. The Board also holds special meetings as required from time to time when important matters arise requiring Board action between scheduled meetings.

The Board has established standing Audit, Compensation, and Nominating Committees to devote attention to specific subjects and to assist it in the discharge of its responsibilities. The three committees operate under written charters adopted by the Board, each of which is available on our Internet website at www.miteksystems.com under “Investors.” Each member of each of these committees is an “independent” director within the meaning of the applicable Nasdaq listing standards, as well as applicable SEC rules and regulations.

Audit Committee: The Audit Committee is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements, monitoring the integrity of our financial reporting process and systems of internal controls regarding finance, accounting and legal compliance, and reviewing the independence and performance of our independent registered public accountants. The Board has determined that Ms. Repo, current Chair of the Audit, Committee is an “audit committee financial expert” in accordance with applicable SEC rules.

Compensation Committee: The Compensation Committee reviews executive compensation, establishes executive compensation levels, recommends employee compensation programs, administers our incentive plans, and monitors the Company’s compliance with applicable SEC rules and Nasdaq listing standards.

Nominating Committee: The Nominating Committee is responsible for reviewing and making recommendations to the Board regarding the composition and structure of the Board, establishing criteria for Board membership and corporate policies relating to the recruitment of Board members, and establishing, implementing and monitoring policies and processes regarding principles of corporate governance.

At each regularly scheduled Board meeting, the Chair of each committee reports on any significant matters addressed by the committee since the last regularly scheduled Board meeting. Each director who serves on the Audit Committee, Compensation Committee, or Nominating Committee is an independent director under applicable Nasdaq listing standards and SEC rules.

As required under applicable Nasdaq listing standards, our independent directors periodically meet in executive session at which only they are present.

The following table sets forth the number of meetings held and actions taken by written consent during the 2024 fiscal year for each of the committees of the Board and current membership for each of the committees of the Board.

Audit
Committee

Nominating

Committee

Compensation
Committee

Employee Director:

Scipio “Max” Carnecchia(1)

Scott Carter(2)

Non-Employee Directors:

James C. Hale

•

James D. Fay(4)

•

Rahul Gupta

•

Susan J. Repo(5)

•

(3)

•

Kimberly S. Stevenson

•

(3)

Donna C. Wells

•

(3)

Total meetings in the 2024 fiscal year

Total actions taken by written consent in the 2024 fiscal year

—

SEC Form DEF 14A filed by Mitek Systems Inc.