0000807863-24-000066.txt : 20240607
0000807863-24-000066.hdr.sgml : 20240607
20240607124502
ACCESSION NUMBER: 0000807863-24-000066
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240604
FILED AS OF DATE: 20240607
DATE AS OF CHANGE: 20240607
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Carter Scott R
CENTRAL INDEX KEY: 0001590913
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35231
FILM NUMBER: 241028325
MAIL ADDRESS:
STREET 1: 8911 BALBOA AVENUE
STREET 2: SUITE B
CITY: SAN DIEGO
STATE: CA
ZIP: 92123
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MITEK SYSTEMS INC
CENTRAL INDEX KEY: 0000807863
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 870418827
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 600 B STREET
STREET 2: SUITE 100
CITY: SAN DIEGO
STATE: CA
ZIP: 92101
BUSINESS PHONE: 619-269-6800
MAIL ADDRESS:
STREET 1: 600 B STREET
STREET 2: SUITE 100
CITY: SAN DIEGO
STATE: CA
ZIP: 92101
4
1
wk-form4_1717778696.xml
FORM 4
X0508
4
2024-06-04
0
0000807863
MITEK SYSTEMS INC
MITK
0001590913
Carter Scott R
600 B STREET
SUITE 100
SAN DIEGO
CA
92101
1
1
0
0
Interim CEO
0
Common Stock
2024-06-04
4
A
0
40355
12.39
A
161392
D
Performance Restricted Stock Units
2024-06-04
4
A
0
40355
0
A
Common Sock
40355
40355
D
Represents restricted stock units granted on June 4, 2024 under the Mitek Systems, Inc.'s Amended and Restated 2020 Incentive Plan. Shares subject to the award will vest in full on the one year anniversary of the grant date, subject to Mr. Carter's service through such date; provided that if an acceleration event occurs, then any then-unvested and outstanding restricted stock units shall vest in full on the date of such acceleration event, as the case may be.
On June 4, 2024 (the "Grant Date"), Mitek Systems, Inc. (the "Company") granted Mr. Carter performance-based restricted stock units ("Performance RSUs") for 40,355 shares of the Company's common stock under the Company's Amended and Restated 2020 Incentive Plan (the "Plan"), which will vest on the one-year anniversary of the Grant Date if the annual performance criteria based on the performance of the Company's common stock have been met, subject to Mr. Carter's Continuous Service (as defined in the Plan) through such date; provided that if (i) the Company appoints a new permanent CEO, (ii) Mr. Carter is removed by the Company as Interim CEO for any reason other than for cause or (iii) Mr. Carter resigns for good reason, any then-unvested and outstanding Performance RSUs shall remain outstanding and eligible to vest upon satisfaction of the applicable performance criteria, irrespective of Mr. Carter's Continuous Service as an employee of the Company or as a member of the Board.
The annual performance criteria for the Performance RSUs shall be for the percentage increase in value of the Company's common stock to meet or exceed the percentage increase in value of the Russell 2000 Index over the annual performance period. If (a) the Company's common stock performance equals or exceeds the performance of the Russell 2000 Index over the annual performance period then the Performance RSUs shall vest in full, (b) the Company's common stock performance is between 85% and 99.9% of the performance of the Russell 2000 Index, a pro-rata portion of the Performance RSUs (ranging from 50% to 99.9%) will vest or (c) the Company's common stock performance is below 85% of the performance of the Russell 2000 Index, the Performance RSUs will not vest.
/s/ Jonathan O'Brien, by Power of Attorney
2024-06-07