Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Chair
On January 24, 2023, Mitek Systems, Inc. (the "Company") announced that Bruce
Hansen stepped down as the Chairman of the Company's Board of Directors (the
"Board"), effective January 24, 2023, and that Scott Carter, a member of the
Board, has been appointed Executive Chair of the Company. Mr. Hansen will
continue to serve as a member of the Board.
The Executive Chair is a newly-created role and in this role, Mr. Carter will
provide leadership and direction to the Board and work with the Company's Chief
Executive Officer and other members of the Company's executive team to provide,
among other things, strategic expertise with respect to the Company's strategy
for future growth.
Mr. Carter has served as a director of the Company since March 2022 and has
served as a special advisor to the Company's Chief Executive Officer and Board
sharing his industry knowledge and assisting with product and market strategy
since December 2020. 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 risk management solutions offering credit risk,
consumer protection, risk identification, fraud detection, payment, and theft
protection services. 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.
Mr. Carter previously served as the Company's Chief Marketing Officer from July
2013 until September 2014. From January 2005 to June 2013, Mr. Carter served as
Senior Vice President with Experian Decision Analytics, a consumer credit
reporting company which sells decision analytic and marketing assistance to
businesses. Mr. Carter is a member of the boards of directors of: Guardinex,
Inc., Vital4, and LendingUSA. Mr. Carter has also advised various private equity
firms on prospective acquisitions of SaaS, FinTech and data and AI enabled
companies. Mr. Carter also served as the Chairman of the Board of Ubi Security,
Inc. from July of 2018 through June of 2019. Mr. Carter earned a Bachelor of
Arts from the University of Delaware and a Masters in Business Administration
from the University of Delaware, Lerner College of Business. In addition he has
completed further executive education at the Kellogg School at Northwestern
University and received his NACD Director Credential in 2022. 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, Mr. Carter has
a uniquely 360-degree view and has a consistent track record of accelerating
growth for organizations, utilizing client and market insight to inform
strategy, corporate development product, technology, sales and marketing
activities.
In his role as Executive Chair, Mr. Carter will be entitled to receive a monthly
salary of $65,000. Mr. Carter 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. In addition, in connection with
his appointment as Executive Chair, Mr. Carter also will be awarded restricted
stock units for a number of shares equal to $1,000,000 divided by the January
24, 2023 closing stock price, which will vest in annual equal installments over
a period of 24 months.
In light of his appointment as Executive Chair, Mr. Carter will not be
considered an independent director and will no longer serve on any committees of
the Board and will not receive any separate compensation that he previously
received as a non-employee director of the Board.
Mr. Carter and the Company will also enter into the Company's standard form of
severance and change of control agreement and 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. Carter, on the one hand,
and any other persons, on the other hand, pursuant to which he was selected as
the Company's Executive Chair. Additionally, Mr. Carter has no family
relationships or related party transactions with the Company that would require
disclosure under Items 401(d) or 404(a) of Regulation S-K in connection with his
appointment.
Lead Independent Director Appointment and Compensation
On January 24, 2023, the Board also appointed Kim Stevenson as the Lead
Independent Director. In her role as Lead Independent Director, Ms. Stevenson
will receive an additional $15,000 annual retainer. There are no arrangements or
understandings between Ms. Stevenson, on the one hand, and any other persons, on
the other hand, pursuant to which she was selected as the Company's Lead
Independent Director. Ms. Stevenson has no family relationships or related party
transactions with the Company that would require disclosure under Items 401(d)
or 404(a) of Regulation S-K in connection with her appointment.
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Item 8.01 Other Events.
On January 30, 2023, the Company issued a release announcing, among other
things, that its Board of directors appointed Mr. Carter as Executive Chair. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
Exhibit Number Description
99.1 Press Release, dated January 30, 2023
Cover Page Interactive Data File, formatting Inline Extensible Business
104 Reporting Language (iXBRL)
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