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 Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignation of Russell C. Clark
On June 21, 2017, Mitek Systems, Inc. (the Company) announced
that Russell C. Clark, the Companys Chief Financial Officer, was
leaving the Company to pursue other opportunities. Mr. Clarks
resignation from the Company will be effective July 1, 2017 (the
Effective Date) and until such time, Mr. Clark will remain as an
employee of the Company to assist with the transition of the
Companys new Chief Financial Officer (as described below), at the
same base salary as Mr. Clark received during his service as
Chief Financial Officer. Mr. Clarks resignation was not the
result of any disagreement with respect to the Companys
operations, policies or practices.
that Russell C. Clark, the Companys Chief Financial Officer, was
leaving the Company to pursue other opportunities. Mr. Clarks
resignation from the Company will be effective July 1, 2017 (the
Effective Date) and until such time, Mr. Clark will remain as an
employee of the Company to assist with the transition of the
Companys new Chief Financial Officer (as described below), at the
same base salary as Mr. Clark received during his service as
Chief Financial Officer. Mr. Clarks resignation was not the
result of any disagreement with respect to the Companys
operations, policies or practices.
In connection with Mr. Clarks resignation and on or about the
Effective Date, the Company expects to enter into a separation
agreement with Mr. Clark, to which Mr. Clark will provide a
general release of claims against the Company and will be
eligible to receive a pro-rated bonus for the fiscal year ending
September 30, 2017, which such pro-rated bonus shall be based on
actual performance, calculated in the same manner as applicable
to other officers of the Company, but pro-rated based on days
elapsed in the fiscal year through the Effective Date.
Effective Date, the Company expects to enter into a separation
agreement with Mr. Clark, to which Mr. Clark will provide a
general release of claims against the Company and will be
eligible to receive a pro-rated bonus for the fiscal year ending
September 30, 2017, which such pro-rated bonus shall be based on
actual performance, calculated in the same manner as applicable
to other officers of the Company, but pro-rated based on days
elapsed in the fiscal year through the Effective Date.
Offer Letter, Executive Severance and Change of Control Plan and
Indemnification Agreement with New Chief Financial Officer
Indemnification Agreement with New Chief Financial Officer
Offer Letter
On June 21, 2017, the board of directors of the Company appointed
Jeffrey Davison, age 53, as the Companys Chief Financial Officer.
Jeffrey Davison, age 53, as the Companys Chief Financial Officer.
Prior to joining the Company, Mr. Davison was Senior Vice
President, Sales Success of NetSuite Inc., one of the worlds
leading providers of cloud-based financials, enterprise resource
planning, human resources, professional services automation and
omnichannel commerce software suites, from May 2014 through
December 2016, where he was responsible for solution consulting,
business development representatives, sales operations, sales
enablement, and sales planning and analysis and oversaw
approximately six hundred employees. From August 2013 through
April 2014, Mr. Davison served as Chief Financial Officer of
Outbrain Inc., a worldwide provider of content discovery
platforms, where he>was responsible for all aspects of finance
and accounting, planning, business systems, insurance, and
reporting.>Prior to his position at Outbrain, Mr. Davison
served as Chief Financial Officer of RightNow Technologies, Inc.,
from January 2008 through April 2012, and served as Vice
President, Finance and Operations from April 2006 through January
2008 and Vice President, Sales Operations, from September 2000
through April 2006. While holding these positions, he managed the
financial aspects of RightNows transition from a privately held
company through its initial public offering and eventually
through its $1.8 billion acquisition by Oracle Corporation. Mr.
Davison holds a B.S. in Accounting from Montana State
University-Bozeman.
President, Sales Success of NetSuite Inc., one of the worlds
leading providers of cloud-based financials, enterprise resource
planning, human resources, professional services automation and
omnichannel commerce software suites, from May 2014 through
December 2016, where he was responsible for solution consulting,
business development representatives, sales operations, sales
enablement, and sales planning and analysis and oversaw
approximately six hundred employees. From August 2013 through
April 2014, Mr. Davison served as Chief Financial Officer of
Outbrain Inc., a worldwide provider of content discovery
platforms, where he>was responsible for all aspects of finance
and accounting, planning, business systems, insurance, and
reporting.>Prior to his position at Outbrain, Mr. Davison
served as Chief Financial Officer of RightNow Technologies, Inc.,
from January 2008 through April 2012, and served as Vice
President, Finance and Operations from April 2006 through January
2008 and Vice President, Sales Operations, from September 2000
through April 2006. While holding these positions, he managed the
financial aspects of RightNows transition from a privately held
company through its initial public offering and eventually
through its $1.8 billion acquisition by Oracle Corporation. Mr.
Davison holds a B.S. in Accounting from Montana State
University-Bozeman.
to his offer letter with the Company, which became effective on
June 21, 2017, Mr. Davisons initial base salary will be $300,000
and he will be eligible for an annual bonus targeted at $180,000
(i.e., 60% of his base salary), based upon achievement of certain
annual corporate and individual performance goals. In connection
with his appointment, Mr. Davison was granted: (i) restricted
stock units to acquire shares of 150,000 shares of the Companys
common stock (the RSUs) and (ii) Senior Executive Long Term
Incentive Restricted Stock Units to acquire 300,000 shares of the
Companys common stock (the Senior Executive Performance RSUs).
The RSUs were granted under the Amended and Restated Mitek
Systems Inc. 2012 Incentive Plan (the Plan) and form of
restricted stock unit award agreement adopted for use thereunder
and vest over a period of four years following the grant date,
with 25% of the shares of the Companys common stock subject to
the RSUs vesting annually from the grant date. The Senior
Executive Performance RSUs were also granted under the Plan and
form of senior executive long term incentive restricted stock
unit award agreement adopted for use thereunder and vest to the
terms of the Plan, only if the Company meets a significant
threshold level of stock price appreciation by the end of the
performance period specified therein.>>Mr. Davison also
will be eligible to participate in the Companys 401(k) savings
plan and the health, disability, insurance and other plans made
available generally to the Companys salaried employees. Mr.
Davison offer letter is filed as Exhibit 10.1 to this Form 8-K
and is incorporated herein by reference.
June 21, 2017, Mr. Davisons initial base salary will be $300,000
and he will be eligible for an annual bonus targeted at $180,000
(i.e., 60% of his base salary), based upon achievement of certain
annual corporate and individual performance goals. In connection
with his appointment, Mr. Davison was granted: (i) restricted
stock units to acquire shares of 150,000 shares of the Companys
common stock (the RSUs) and (ii) Senior Executive Long Term
Incentive Restricted Stock Units to acquire 300,000 shares of the
Companys common stock (the Senior Executive Performance RSUs).
The RSUs were granted under the Amended and Restated Mitek
Systems Inc. 2012 Incentive Plan (the Plan) and form of
restricted stock unit award agreement adopted for use thereunder
and vest over a period of four years following the grant date,
with 25% of the shares of the Companys common stock subject to
the RSUs vesting annually from the grant date. The Senior
Executive Performance RSUs were also granted under the Plan and
form of senior executive long term incentive restricted stock
unit award agreement adopted for use thereunder and vest to the
terms of the Plan, only if the Company meets a significant
threshold level of stock price appreciation by the end of the
performance period specified therein.>>Mr. Davison also
will be eligible to participate in the Companys 401(k) savings
plan and the health, disability, insurance and other plans made
available generally to the Companys salaried employees. Mr.
Davison offer letter is filed as Exhibit 10.1 to this Form 8-K
and is incorporated herein by reference.
Mr. Davison does not have any family relationship with any
director or executive officer of the Company and has not been
directly or indirectly involved in any transactions with the
Company.
director or executive officer of the Company and has not been
directly or indirectly involved in any transactions with the
Company.
Executive Severance and Change of Control Plan
In connection with Mr. Davisons appointment as the Chief
Financial Officer of the Company, the Company entered into an
Executive Severance and Change of Control Plan (the Executive
Severance Plan) with Mr. Davison. Under the terms of the
Executive Severance Plan, if the Company terminates Mr. Davisons
employment without cause or if Mr. Davison terminates his
employment for good reason, Mr. Davison will be entitled to
receive: (i) all compensation and benefits accrued, but unpaid,
up to the effective date of his termination; (ii) a lump-sum cash
amount equal to 50% of his then-current annual base salary; and
(iii) a lump-sum cash amount equal to twelve months of premium
payments for continuation coverage under the Companys health
plans.
Financial Officer of the Company, the Company entered into an
Executive Severance and Change of Control Plan (the Executive
Severance Plan) with Mr. Davison. Under the terms of the
Executive Severance Plan, if the Company terminates Mr. Davisons
employment without cause or if Mr. Davison terminates his
employment for good reason, Mr. Davison will be entitled to
receive: (i) all compensation and benefits accrued, but unpaid,
up to the effective date of his termination; (ii) a lump-sum cash
amount equal to 50% of his then-current annual base salary; and
(iii) a lump-sum cash amount equal to twelve months of premium
payments for continuation coverage under the Companys health
plans.
In addition, if Mr. Davison is terminated without cause or
terminates his employment for good reason at any time within two
months prior to or twelve months following a change in control of
the Company, Mr. Davison will be entitled to receive the benefits
set forth in (i) through (iii) of the above paragraph as well as,
accelerated vesting of 50% of all outstanding equity awards then
held by Mr. Davison.
terminates his employment for good reason at any time within two
months prior to or twelve months following a change in control of
the Company, Mr. Davison will be entitled to receive the benefits
set forth in (i) through (iii) of the above paragraph as well as,
accelerated vesting of 50% of all outstanding equity awards then
held by Mr. Davison.
The foregoing summary of the Executive Severance and Change of
Control Plan is qualified in its entirety by reference to Exhibit
10.2 of this Current Report on Form 8-K and is incorporated
herein by reference.
Control Plan is qualified in its entirety by reference to Exhibit
10.2 of this Current Report on Form 8-K and is incorporated
herein by reference.
Indemnification Agreement
On June 21, 2017, Mr. Davison also entered into the Companys
standard form of indemnification agreement, the form of which has
been previously filed by the Company as Exhibit 10.21 to the
Companys Annual Report on Form 10-K for the fiscal year ended
September 30, 2015 filed with the Securities and Exchange
Commission on December 4, 2015.
standard form of indemnification agreement, the form of which has
been previously filed by the Company as Exhibit 10.21 to the
Companys Annual Report on Form 10-K for the fiscal year ended
September 30, 2015 filed with the Securities and Exchange
Commission on December 4, 2015.
Item 8.01 Other Events.
On June 21, 2017, the Company issued a press release announcing
Mr. Clarks separation from the Company and the appointment of Mr.
Davison as the Companys Chief Financial Officer. A copy of the
press release is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference herein.
Mr. Clarks separation from the Company and the appointment of Mr.
Davison as the Companys Chief Financial Officer. A copy of the
press release is attached hereto as Exhibit 99.1 and is hereby
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Offer Letter, dated June 21, 2017 between Mitek
Systems, Inc. and Jeffrey Davison. |
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10.2
|
Executive Severance and Change of Control Plan, dated
June 21, 2017, by and between Mitek Systems, Inc. and Jeffrey Davison. |
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99.1
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Press Release issued on June 21, 2017.
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MITEK SYSTEMS INC ExhibitEX-10.1 2 mitk-62117xexx101.htm EXHIBIT 10.1 Exhibit 600 B Street,…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.
