Mitek Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)
October 01 2024 - 4:05PM
Business Wire
Mitek Systems, Inc. (NASDAQ: MITK), a global leader in digital
identity verification, mobile capture, and fraud management
solutions, announced today it granted equity awards as a material
inducement to the employment of the company’s newly-hired Chief
Executive Officer, Edward H. West.
The overarching philosophy in the design of Mr. West’s
compensation package was an emphasis on equity-based compensation
directly tied to building stockholder value in lieu of significant
guaranteed cash and/or service-based equity. To this end, in
connection with Mr. West’s appointment as the Company’s Chief
Executive Officer, its Board and Compensation Committee approved
employment inducement awards for Mr. West with a grant date fair
value of $8,000,000. These awards are heavily weighted towards
performance based vesting requirements with $6,375,000 of the value
in the form of at-target performance-vesting restricted stock units
(“PSUs”) and the remaining $1,625,000 in the form of service-based
vesting restricted stock units (“RSUs”).
The awards consist of (i) 562,283 PSUs that may vest, if at all,
upon the achievement of target-level stock price performance goals
of the Company compared to the Russell 2000 (with an additional
185,553 PSUs eligible to vest upon the achievement of above-target
level performance), (ii) 173,010 PSUs that may vest, if at all,
upon the achievement of target-level direct stock price improvement
performance goals of the Company (with an additional 57,093 PSUs
eligible to vest upon the achievement of above-target level
performance) and (iii) 187,427 RSUs that vest in four equal annual
installments from the start date. In each case, vesting of the PSUs
and RSUs is subject to Mr. West’s continuous employment through the
applicable vesting date or earlier vesting due to a change of
control and certain termination events.
The PSUs and RSUs are intended to be inducement awards under
Rule 5635(c)(4) of the Nasdaq Listing Rules and were granted
outside of the Company’s Amended and Restated 2020 Incentive Plan
(the “Plan”). Although the PSUs and RSUs were granted as inducement
awards outside of the Plan, the PSUs and RSUs are subject to the
terms of the Plan.
About Mitek:
Mitek (NASDAQ: MITK) is a global leader in digital access,
founded to bridge the physical and digital worlds. Mitek’s advanced
identity verification technologies and global platform make digital
access faster and more secure than ever, providing companies new
levels of control, deployment ease and operation, while protecting
the entire customer journey. Trusted by 99% of U.S. banks for
mobile check deposits and 7,900 of the world’s largest
organizations, Mitek helps companies reduce risk and meet
regulatory requirements. Learn more at www.miteksystems.com.
Follow Mitek on LinkedIn and YouTube, and read Mitek’s latest
blog posts here.
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version on businesswire.com: https://www.businesswire.com/news/home/20241001487442/en/
Investor Contact: Todd Kehrli or Jim Byers MKR Investor
Relations, Inc. mitk@mkr-group.com
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