Scott R. Carter - Jun 4, 2024 Form 4 Insider Report for MITEK SYSTEMS INC (MITK)

Role: Interim CEO, Director
Signature: /s/ Jonathan O'Brien, by Power of Attorney
Stock symbol: MITK
Transactions as of: Jun 4, 2024
Transactions value $: $499,998
Form type: 4
Date filed: 6/7/2024, 12:45 PM
Previous filing: Jan 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MITK	Common Stock	Award	$500K	+40.4K	+33.34%	$12.39	161K	Jun 4, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MITK	Performance Restricted Stock Units	Award	$0	+40.4K		$0.00	40.4K	Jun 4, 2024	Common Sock	40.4K		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted stock units granted on June 4, 2024 under the Mitek Systems, Inc.'s Amended and Restated 2020 Incentive Plan. Shares subject to the award will vest in full on the one year anniversary of the grant date, subject to Mr. Carter's service through such date; provided that if an acceleration event occurs, then any then-unvested and outstanding restricted stock units shall vest in full on the date of such acceleration event, as the case may be.
F2	On June 4, 2024 (the "Grant Date"), Mitek Systems, Inc. (the "Company") granted Mr. Carter performance-based restricted stock units ("Performance RSUs") for 40,355 shares of the Company's common stock under the Company's Amended and Restated 2020 Incentive Plan (the "Plan"), which will vest on the one-year anniversary of the Grant Date if the annual performance criteria based on the performance of the Company's common stock have been met, subject to Mr. Carter's Continuous Service (as defined in the Plan) through such date; provided that if (i) the Company appoints a new permanent CEO, (ii) Mr. Carter is removed by the Company as Interim CEO for any reason other than for cause or (iii) Mr. Carter resigns for good reason, any then-unvested and outstanding Performance RSUs shall remain outstanding and eligible to vest upon satisfaction of the applicable performance criteria, irrespective of Mr. Carter's Continuous Service as an employee of the Company or as a member of the Board.
F3	The annual performance criteria for the Performance RSUs shall be for the percentage increase in value of the Company's common stock to meet or exceed the percentage increase in value of the Russell 2000 Index over the annual performance period. If (a) the Company's common stock performance equals or exceeds the performance of the Russell 2000 Index over the annual performance period then the Performance RSUs shall vest in full, (b) the Company's common stock performance is between 85% and 99.9% of the performance of the Russell 2000 Index, a pro-rata portion of the Performance RSUs (ranging from 50% to 99.9%) will vest or (c) the Company's common stock performance is below 85% of the performance of the Russell 2000 Index, the Performance RSUs will not vest.