Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnJanuary 21, 2021 , the Board of Directors (the "Board") ofMitek Systems, Inc. (the "Company"), based upon the recommendation of the Compensation Committee of the Board, approved the Company's annual incentive program for the fiscal year endingSeptember 30, 2021 (the "2021 Plan"). Pursuant to the terms of the 2021 Plan, certain full time employees of the Company, including the Company's executive team, will be eligible to receive cash bonuses based upon the achievement of certain corporate and individual performance goals during the 2021 fiscal year. These bonuses are designed to attract, motivate, retain and reward the Company's employees and executive team. Under the 2021 Plan, achievement is tied to two financial metrics, revenue and non-GAAP operating income margin calculated with respect to the Company's two business areas, deposits and identify. Participants are assigned a primary and secondary business area for purposes of the 2021 Plan. For participants who are director-level and above, 80% of the target incentive is based upon achievement of the revenue component of the 2021 Plan and the remaining 20% is based upon achievement of the non-GAAP operating income margin component of the 2021 Plan, subject to additional limitations, as set forth in the 2021 Plan. For all other participants, 60% of the target incentive is based upon the achievement of the revenue component of the 2021 Plan, 10% of the target incentive is based upon the achievement of the non-GAAP operating income margin component of the 2021 Plan and the remaining 30% 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 2021 Plan. The financial metrics shall be set by the Company upon approval by the Board, in its sole discretion. Under the 2021 Plan, our Chief Executive Officer has a bonus target equal to 100% of his annualized salary; our Chief Financial Officer has a bonus target equal to 60% of his annualized salary; our Chief Technology Officer has a bonus target equal to 60% of his annualized salary; our Chief Legal Officer has a bonus target equal to 50% of his annualized salary and our General Manager has a bonus target equal to 50% of his annualized salary. The maximum bonus payable to participants is 200% of their respective bonus targets. The foregoing description is intended only as a summary of the material terms of the 2021 Plan and is qualified in its entirety by reference to the text of the 2021 Plan, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form. Exhibit Number Description 10.1Mitek Systems, Inc. Cash Incentive Program Fiscal 2021 Cover Page Interactive Data File, formatting Inline Extensible Business 104 Reporting Language (iXBRL)
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