Mitek Systems (MITK) adopts incentive plan linking bonuses to revenue and adjusted EBITDA

Rhea-AI Filing Summary

Mitek Systems adopted a new Annual Incentive Plan that provides cash bonuses to certain full-time employees, including the executive team, based on corporate and individual performance goals. The plan is intended to attract, motivate, retain and reward employees.

Participants, called Covered Participants, receive a target bonus opportunity for each performance period. Bonuses depend on achieving goals set by the Board, primarily company revenue and adjusted EBITDA, with some employees also evaluated on individual objectives. Employees generally must be employed at the end of the performance period to receive payment, although the Board may prorate bonuses for partial-year service.

Insights

Executive compensation and governance analyst

New cash bonus plan ties employee pay to revenue and adjusted EBITDA.

Mitek Systems introduced an Annual Incentive Plan that links cash bonuses for certain employees, including executives, to financial performance. The plan uses revenue and adjusted EBITDA as primary metrics and allows the Board to set detailed bonus formulas for each performance period.

Director-level and above participants have bonuses split evenly between revenue and adjusted EBITDA performance, while other employees have 40% tied to revenue, 40% to adjusted EBITDA, and 20% to individual objectives. Employees typically must be employed at the period’s end to receive payouts, and the Board can prorate bonuses for partial service.

This framework more formally aligns variable pay with company financial results and individual goals. Future disclosures on specific targets and actual payouts in subsequent periods would clarify how strongly compensation outcomes track overall performance.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2026

MITEK SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware						001-35231			87-0418827
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
770 First Avenue, Suite 425
San Diego,			California						92101
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (619) 269-6800

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			MITK			The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2026, the Board of Directors (the “Board”) of Mitek Systems, Inc. (the “Company”), based upon the recommendation of the Compensation Committee of the Board, adopted an Annual Incentive Plan (the "Bonus Plan"). Pursuant to the terms of the Bonus Plan, certain full time permanent employees of the Company, including the Company’s executive team, will be eligible to receive annual cash bonuses based upon the achievement of certain corporate and individual performance goals established by the Board. These bonuses are designed to attract, motivate, retain and reward the Company’s employees and executive team.

Each employee who is selected to participate in the Bonus Plan (a “Covered Participant”) will have a target bonus opportunity set for each applicable performance period. The bonus formulas will be adopted in each performance period by the Board and communicated to each Covered Participant following their adoption. The performance goals will be measured at the end of each performance period after the completion of our annual audit or such other appropriate time as the Board determines. If the performance goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period. Subject to the rights contained in any written agreement between the Covered Participant and the Company, a Covered Participant must be employed by the Company at the end of the applicable performance period to receive a bonus payment. If a Covered Participant was not employed for an entire performance period, the Board may pro rate the bonus based on the number of days the Covered Participant was an active employee during such period.

Under the Bonus Plan, the corporate performance goals are currently comprised of two financial metrics, revenue and adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA"). For participants who are director-level and above, 50% of the target incentive is based upon achievement of the revenue component of the Bonus Plan and the remaining 50% is based upon the achievement of the Adjusted EBITDA component of the Bonus Plan, subject to additional limitations, as set forth in the Bonus Plan. For all other participants, 40% of the target incentive is based upon achievement of the revenue component of the Bonus Plan, 40% is based upon the achievement of the Adjusted EBITDA component of the Bonus Plan, and the remaining 20% of the target incentive is based upon the achievement of individual objectives, as determined at the sole discretion of the Company, subject to additional limitations, as set forth in the Bonus Plan.

The foregoing description is intended only as a summary of the material terms of the Bonus Plan and is qualified in its entirety by reference to the text of the Bonus Plan, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.1						Mitek Systems, Inc. Annual Incentive Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

						Mitek Systems, Inc.
February 20, 2026						By:			/s/ Jason Gray
									Jason Gray
									Chief Legal Officer

FAQ

What did Mitek Systems (MITK) change about employee compensation?

Mitek Systems adopted an Annual Incentive Plan providing cash bonuses to selected full-time employees. Bonuses are based on achieving financial and individual performance goals set by the Board, aligning variable pay with company results and personal objectives for each performance period.

Who is eligible to participate in Mitek Systems’ new Annual Incentive Plan?

Eligibility covers certain full-time permanent employees, including the executive team, designated as Covered Participants. Each selected employee receives a target bonus opportunity for the performance period, subject to meeting specified corporate and, for some, individual performance goals determined by the Board of Directors.

What performance metrics drive bonuses under Mitek Systems’ incentive plan?

Bonuses are primarily driven by revenue and adjusted EBITDA performance. Director-level and above participants have 50% of their target linked to revenue and 50% to adjusted EBITDA, while other employees have 40% tied to each metric plus 20% based on individual objectives set by the company.

How are bonus opportunities structured for non-director employees at MITK?

For participants below director level, 40% of the target incentive depends on revenue, 40% on adjusted EBITDA, and 20% on individual objectives. Individual objectives are determined at the company’s sole discretion and are subject to additional limitations outlined in the full Annual Incentive Plan document.

When are bonuses under Mitek Systems’ plan measured and paid?

Performance goals are measured after each performance period, typically following completion of the annual audit or another time chosen by the Board. If goals and objectives are met, cash bonus payments are made as soon as practicable after the end of the applicable performance period.

Must Mitek Systems employees be employed on the payout date to receive bonuses?

Covered Participants generally must be employed by Mitek Systems at the end of the performance period to receive a bonus. If an employee worked only part of the period, the Board may prorate the bonus based on days of active employment, subject to any individual agreements.

Where can investors find the full terms of Mitek’s Annual Incentive Plan?

The full text of the Annual Incentive Plan is provided as Exhibit 10.1, titled “Mitek Systems, Inc. Annual Incentive Plan.” The summary description references this exhibit and notes that the detailed plan document governs all material terms and limitations of the program.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 21.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB