Mitek Systems, Inc. (NASDAQ:MITK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO and Chairman of the Board Transition
On August 27, 2018, Mitek Systems, Inc. (the “Company”) announced that, effective January 1, 2019, James DeBello will be transitioning out of his role as Chief Executive Officer (“CEO”) and as a member of the Board of Directors of the Company (the “Board”). The Company and the Board are grateful to Mr. DeBello for his service and look forward to his contributions through January 1, 2019, during which time he will assist with the transition process. Mr. DeBello’s departure is not a result of any disagreement with the Company relating to the Company’s operations, policies or practices.
On August 27, 2018, Mr. DeBello and the Company entered into a Separation Agreement setting forth the details of Mr. DeBello’s departure. Under the terms of the Separation Agreement, in consideration for a general release of claims against the Company, the Company will pay Mr. DeBello, in addition to amounts that he is entitled under his Executive Severance and Change of Control Plan, (i) a lump sum payment of $380,000, which is Mr. DeBello’s current target bonus amount, (ii) a pro-rata target bonus for fiscal year 2019 (based on his current annual base salary of $475,000, but otherwise pro-rated based on the number of days of his employment in fiscal year 2019), and (iii) up to an aggregate of $20,000 in reasonable, documented attorney’s fees incurred in connection with his negotiation, review and execution of the Separation Agreement.
In connection with the foregoing and effective as of August 27, 2018, the Board appointed Bruce Hansen, who currently serves as the Company’s Lead Independent Director, as Chairman of the Board, to assist with the transition process. The Board also appointed Mr. Hansen to serve as the Company’s principal executive officer for Securities Exchange Commission (“SEC”) reporting purposes, effective as of August 27, 2018. In connection with the foregoing appointment, the Company executed an offer letter with Mr. Hansen on August 27, 2018. The offer letter provides that in consideration for Mr. Hansen’s services during this transition period he will receive (i) an annualized base salary of $480,000, paid semi-monthly, until such time as a new CEO is hired, (ii) a restricted stock unit award equal to $600,000, which will vest upon the earlier of (a) one year from the date of his employment, (b) the commencement of employment of a new CEO, or (c) termination of his employment following a change in control, and will be settled on the two-year anniversary of the grant. Mr. Hansen also will be eligible to participate in the Company’s 401(k) savings plan and the health, disability, insurance and other plans made available generally to the Company’s salaried employees. Until such time as a new CEO is hired, Mr. Hansen will not receive compensation for his service as a member of the Board. The information with respect to Mr. Hansen’s background as required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K is set forth in the Company’s Definitive Proxy Statement for its Annual Meeting of Stockholders filed with the SEC on January 29, 2018 and is hereby incorporated by reference herein.
CFO Resignation
On August 27, 2018, the Company also announced that its Chief Financial Officer, Jeff Davison, tendered his resignation effective November 30, 2018. Mr. Davison informed the Company that he was tendering his resignation on August 23, 2018 and is resigning to join a firm near his home in Bozeman, Montana. Mr. Davison’s departure from the Company is for personal and family reasons and not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.
Item 8.01. Other Events.
On August 27, 2018, the Company issued a press release, announcing the changes described above. A copy of such press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description |
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99.1 |
Press Release issued on August 27, 2018 |
MITEK SYSTEMS INC ExhibitEX-99.1 2 mitk-20180827xexx991.htm EXHIBIT 99.1 Exhibit Mitek Announces Executive TransitionsCompany Reaffirms Full-Year Revenue and Profit Margin Guidance SAN DIEGO,…To view the full exhibit click here
About Mitek Systems, Inc. (NASDAQ:MITK)
Mitek Systems, Inc. develops, markets and sells mobile capture and identity verification software solutions for enterprise customers. The Company’s technology allows users to remotely deposit checks, open accounts, get insurance quotes, pay bills, as well as verify their identity by taking pictures of various documents with their camera-equipped smartphones and tablets instead of using the device keyboard. Its technology uses algorithms to correct image distortion, extract relevant data, route images to their desired location and process transactions. Its technology processes images of documents in various ways. The Company’s products include Mobile Verify, Mobile Fill, Mobile Docs, Mobile Deposit and Commercial Mobile Deposit Capture. Its mobile technology solutions are provided in two parts: a software development kit (SDK) for mobile capture, and a software platform for image correction, detection, extraction and authentication.