0000807863-23-000148.txt : 20231206 0000807863-23-000148.hdr.sgml : 20231206 20231206112825 ACCESSION NUMBER: 0000807863-23-000148 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231206 DATE AS OF CHANGE: 20231206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Diamond Michael E CENTRAL INDEX KEY: 0001590840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35231 FILM NUMBER: 231468762 MAIL ADDRESS: STREET 1: 600 B STREET STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MITEK SYSTEMS INC CENTRAL INDEX KEY: 0000807863 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] 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_1701880096.xml FORM 4 X0508 4 2023-12-01 0 0000807863 MITEK SYSTEMS INC MITK 0001590840 Diamond Michael E 600 B STREET, SUITE 100 SAN DIEGO CA 92101 0 0 0 1 General Manager 0 Common Stock 2023-12-01 4 A 0 35243 11.35 A 266524 D Performance Restricted Stock Units 2023-12-01 4 A 0 46873 0 A Common Stock 46873 99069 D Represents restricted stock units granted on December 1, 2023 under the Issuer's Amended and Restated 2020 Incentive Plan (the "2020 Plan"). Shares subject to the award vest as follows: 25% shall vest on the first anniversary of the date grant and thereafter an additional 25% shall vest on each subsequent anniversary of the date of grant. With respect to At-Target Performance RSUs, the annual performance criteria for each annual Performance Period shall be for the percentage increase in value of the Issuer's common stock to meet or exceed the percentage increase in value of the Russell 2000 Index over the applicable annual Performance Period. With respect to Above-Target Performance RSUs, the annual performance criteria for each annual Performance Period shall be for the percentage increase in value of the Issuer's common stock to be 110% or more of the percentage increase in value of the Russell 2000 Index over the applicable annual Performance Period. Represents 46,873 performance restricted stock units (the "Performance RSUs") granted on December 1, 2023 under the 2020 Plan, which vest based upon the achievement of certain performance criteria over the three-year period following the date of grant (each such year, a "Performance Period"). Performance criteria is measured on both an annual and cumulative basis as described below. 35,243 of the Performance RSUs vest if certain at-target performance criteria is met (the "At-Target Performance RSUs") and 11,630 of the Performance RSUs vest if certain above-target performance criteria is met (the "Above-Target Performance RSUs"). Up to 33% of the At-Target Performance RSUs shall vest on each one-year anniversary of the date of grant if the annual performance criteria for the applicable Performance Period has been met. Up to 33% of the Above-Target Performance RSUs shall vest on each one-year anniversary of the date of grant if the annual performance criteria for the applicable Performance Period has been exceeded by 10% or more. If the annual performance criteria for any applicable Performance Period has not been met, then up to 100% of any such prior Performance Period's unvested Performance RSUs shall vest at the end of any subsequent annual Performance Period if the applicable cumulative performance criteria has been met. For the Issuer's common stock performance (whether annual or cumulative) between 85% through 100% of the performance of the Russell 2000 Index, a pro-rata portion of the At-Target Performance RSUs will vest and no Above-Target Performance RSUs will vest. For the purposes of determining the percentage increase in value of the Issuer's common stock and the Russell 2000 Index, a hypothetical investment of $100 will be made in both the Issuer's common stock and the Russell 2000 Index with a purchase price equal to the average closing price of each for the 20-trading days immediately preceding the start of the applicable Performance Period. At the end of the applicable Performance Period, the value of the hypothetical investments shall be determined by assuming the sale of each based on the average closing price of each from the immediately preceding 20-trading days. The percentage change shall be determined by comparing the increase in value to the starting investment of $100. /s/ Michael Diamond 2023-12-06