Form 4: Mitek COO Garrett Gafke Awarded Equity Grants

Mitek Systems' Chief Operating Officer, Garrett Gafke, received significant equity awards including restricted stock units and performance-based restricted stock units.

Summary

• Garrett Gafke, Chief Operating Officer of Mitek Systems Inc. (MITK), acquired 57,340 shares of common stock in the form of restricted stock units (RSUs) on November 19, 2025, at a price of $8.72 per share.
• These RSUs vest over four years, with 25% vesting on the first anniversary of the grant date and an additional 25% on each subsequent anniversary.
• Gafke also acquired 172,019 target performance restricted stock units (Performance RSUs) on November 19, 2025, at a price of $8.72 per share.
• The Performance RSUs vest based on the achievement of specific performance criteria on the third anniversary of the grant date.
• The performance criteria for Performance RSUs compare the percentage increase in value of Mitek's common stock to the percentage increase in value of the Russell 2000 Index over the three-year Performance Period.
• The final payout for Performance RSUs can range from 50% to 200% of the target number, depending on Mitek's stock performance relative to the Russell 2000 Index (75% to 125% attainment), with attainment below 75% resulting in a 0% payout.
• Following these transactions, Gafke beneficially owns 177,532 shares of common stock and 532,595 derivative securities (Performance RSUs).

Sentiment

Score: 7

Explanation: The filing reports a standard executive compensation grant, which is generally positive as it aligns management's interests with shareholders through equity ownership and performance incentives. It does not contain any negative financial news or operational issues.

Positives

• The equity grants align the Chief Operating Officer's interests with those of shareholders, as a significant portion of his compensation is tied to the company's stock performance and long-term value creation.
• The performance-based RSUs incentivize outperformance against a relevant market index (Russell 2000), potentially driving stronger strategic execution.
• The multi-year vesting schedule for both RSU types promotes long-term commitment and retention of key executive talent.

Risks

• The Performance RSUs carry the risk of a 0% payout for the executive if Mitek's stock performance relative to the Russell 2000 Index falls below 75% attainment over the three-year Performance Period.

Future Outlook

The vesting of the restricted stock units will occur annually over the next four years, with the first 25% vesting on November 19, 2026. The performance restricted stock units will vest on November 19, 2028, contingent upon Mitek's stock performance relative to the Russell 2000 Index over the preceding three-year period.

Industry Context

The granting of restricted stock units and performance-based equity awards is a common practice in executive compensation across various industries, including technology and software, to attract, retain, and incentivize key management personnel. Tying a portion of compensation to stock performance relative to an relevant market index like the Russell 2000 is a standard method to ensure alignment with market benchmarks and shareholder returns.

Comparison to Industry Standards

• The use of both time-based restricted stock units and performance-based restricted stock units is a standard approach in executive compensation packages for publicly traded companies, particularly in the technology sector.
• The four-year vesting schedule for RSUs is typical, providing long-term retention incentives.
• The three-year performance period for Performance RSUs, with payout tied to relative stock performance against a broad market index like the Russell 2000, is a common design to align executive incentives with shareholder value creation and market outperformance.

Corporate Governance

Related Party Transactions

• The transaction involves an equity grant to Garrett Gafke, the Chief Operating Officer, which is a standard related-party transaction within the scope of executive compensation.

Stakeholder Impact

• Shareholders: The grants align the COO's incentives with shareholder value creation through stock performance and long-term vesting.
• Employees: May signal stability in executive leadership and a commitment to long-term growth.
• Management: Provides significant long-term incentive compensation tied to company performance.

Next Steps

• Vesting of 25% of restricted stock units on November 19, 2026.
• Subsequent annual vesting of restricted stock units on November 19, 2027, November 19, 2028, and November 19, 2029.
• Assessment of performance criteria for Performance RSUs on November 19, 2028, to determine final payout.

Key Dates

Keywords

Mitek Systems, MITK, Garrett Gafke, Chief Operating Officer, COO, SEC Form 4, insider transaction, equity grant, restricted stock units, RSUs, performance restricted stock units, executive compensation, corporate governance, Russell 2000 Index