Mitek Systems Inc.
02/20/2026 | Press release | Distributed by Public on 02/20/2026 15:13
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2026, the Board of Directors (the "Board") of Mitek Systems, Inc. (the "Company"), based upon the recommendation of the Compensation Committee of the Board, adopted an Annual Incentive Plan (the "Bonus Plan"). Pursuant to the terms of the Bonus Plan, certain full time permanent employees of the Company, including the Company's executive team, will be eligible to receive annual cash bonuses based upon the achievement of certain corporate and individual performance goals established by the Board. These bonuses are designed to attract, motivate, retain and reward the Company's employees and executive team.
Each employee who is selected to participate in the Bonus Plan (a "Covered Participant") will have a target bonus opportunity set for each applicable performance period. The bonus formulas will be adopted in each performance period by the Board and communicated to each Covered Participant following their adoption. The performance goals will be measured at the end of each performance period after the completion of our annual audit or such other appropriate time as the Board determines. If the performance goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. Subject to the rights contained in any written agreement between the Covered Participant and the Company, a Covered Participant must be employed by the Company at the end of the applicable performance period to receive a bonus payment. If a Covered Participant was not employed for an entire performance period, the Board may pro rate the bonus based on the number of days the Covered Participant was an active employee during such period.
Under the Bonus Plan, the corporate performance goals are currently comprised of two financial metrics, revenue and adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA"). For participants who are director-level and above, 50% of the target incentive is based upon achievement of the revenue component of the Bonus Plan and the remaining 50% is based upon the achievement of the Adjusted EBITDA component of the Bonus Plan, subject to additional limitations, as set forth in the Bonus Plan. For all other participants, 40% of the target incentive is based upon achievement of the revenue component of the Bonus Plan, 40% is based upon the achievement of the Adjusted EBITDA component of the Bonus Plan, and the remaining 20% of the target incentive is based upon the achievement of individual objectives, as determined at the sole discretion of the Company, subject to additional limitations, as set forth in the Bonus Plan.
The foregoing description is intended only as a summary of the material terms of the Bonus Plan and is qualified in its entirety by reference to the text of the Bonus Plan, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
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