Mitek Systems, Inc. 2025 Annual Incentive Plan
Contract Categories:
Human Resources
- Bonus & Incentive Agreements
EX-10.1 2 fy25annualincentiveplan-ex.htm EX-10.1 Document
Exhibit 10.1
Annual Incentive Plan
The Mitek Annual Incentive Plan (the “Plan”) applies to employees of Mitek for achievement of objectives as defined in this Plan. This Plan is designed to support the growth, profitability, and success of the organization through shared objectives and alignment with the creation of shareholder value.
Definitions
The Company: Refers to Mitek Systems Inc. and its affiliates
Plan Term: The fiscal year beginning October 1st and ending September 30th of the applicable fiscal year
Plan Participant: A full-time employee of the Company designated as a participant in the plan, who is not already participating in an alternative commission or incentive plan and is employed by the Company through the completion of the applicable fiscal year
Business Area: The business area, either Deposits or Identity, for which the Plan Participant is designated for participation purposes. Each participant will be assigned a primary business area and/or Total Company revenue for purposes of the plan
Revenue: Defined as the applicable revenue determined in accordance with generally accepted accounting principles excluding acquisition-related revenue not included in the original plan target and adjusted for acquisition-related write-downs of revenue or deferred revenue
Adjusted EBITDA | Defined profitability measurement in accordance with generally accepted accounting principles and as determined by the Company |
Individual Objectives: Assigned goals as applicable for the fiscal year
Eligibility & Applicability
To be eligible for participation in the Plan, a Plan Participant must be employed by the Company through the completion of the fiscal year for which the plan is approved and in force.
Plan Participants who are partial year employees, either due to commencing following the start of the fiscal year or having taken certain types of leaves of absence during the year, but who are employed by the Company through the completion of the fiscal year, will be eligible to receive a pro-rated payment under the Plan. Generally, partial year employees must be employed prior to the beginning of the 4th quarter of the fiscal year to be eligible for plan participation.
Term
This Plan is effective for the applicable fiscal year beginning October 1st ending September 30th.
Plan Structure
Each Plan Participant is eligible to earn a target incentive up to, equal to or in excess of their annual incentive target percentage multiplied by their annual base salary based upon performance against plan objectives.
Earnings under the Plan result from successful performance against a combination of two Financial Targets (Revenue and Adjusted EBITDA targets) and against Individual Performance Objectives as applicable.
Exhibit 10.1
The two Financial Targets of the Plan are weighted individually and specific participation in the Plan is accordance with the following:
Director-level and above: Achievement under the Plan is tied to the two Financial Targets (Revenue and Adjusted EBITDA) upon which 100% of target bonus is earned at plan. The plan is structured as follows:
•50% of the target incentive shall be based upon the achievement of the Revenue component of the plan
◦The target incentive related to Revenue achievement will either be comprised of: (i) the entire 50% will be based upon the combination of all Business Area revenue targets or (ii) will be comprised of 40% based upon a Primary Business Area revenue target and 10% based on the combination of all Business Area revenue targets.
◦A minimum of a defined percentage of the respective Revenue target must be attained for any earnings under the component to be achieved.
•50% of the target incentive shall be based upon the achievement of the Adjusted EBITDA component of the plan.
◦A minimum of 90% of the Adjusted EBITDA target must be attained for any earnings under the component to be achieved.
•Participants may achieve up to 200% of the target incentive based on over-achievement of Plan Targets.
•Specific to the CEO & direct reports to the CEO: Individual achievement against the financial metrics of the plan is subject to modification by the board of directors at their sole discretion by up to 10% of the participant’s target incentive amount based upon individual contribution.
All Other Plan Participants: Achievement under the Plan is tied to the two Financial Targets (Revenue and Adjusted EBITDA) upon which 100% of target bonus is earned at plan. The plan is structured as follows:
•40% of the target incentive shall be based upon the achievement of the Revenue component of the plan
◦The target incentive related to Revenue achievement will either be comprised of (i) the entire 40% will be based upon the combination of all Business Area revenue targets or (ii) will be comprised of 30% based upon a Primary Business Area revenue target and 10% based on the combination of all Business Area revenue targets.
◦A minimum of a defined percentage of the respective Revenue target must be attained for any earnings under the component to be achieved.
•40% of the target incentive shall be based upon the achievement of the Adjusted EBITDA component of the plan.
◦A minimum of 90% of the Adjusted EBITDA target must be attained for any earnings under the component to be achieved.
•20% of the target incentive shall be based upon the achievement of Individual Objectives as determined at the sole discretion of the Company.
◦A minimum of a defined percentage of the aggregate Revenue targets must be attained for any earnings under the component to be achieved.
•Participants may achieve up to 200% of the target incentive based on over-achievement of Plan Targets.
Plan Targets
The Financial Metrics shall be set by the Company upon approval by its Board of Directors, in their sole discretion.
Payment Schedule
Incentives shall be earned for the applicable fiscal year and shall be paid in the quarter that follows the year for which the incentive is earned at the sole discretion and following approval of the Company’s Board of Directors.
General Provisions
A Plan Participant shall not assign nor give any part of an incentive to any agent, customer or representative of the customer, or any other person, as an inducement in obtaining an order. Unless expressly approved in advance by the
Exhibit 10.1
CEO of the Company, a Plan Participant shall not accept any compensation from third parties related to sales of third-party products or services made by the Company.
In the event a Plan Participant, compensated in accordance with this Plan, owes any sum of money to the Company, including without limitation draw payments, charge backs, and travel advances, the Company shall have the right at any time to offset such obligations against the employee’s base salary, commissions, or bonuses.
The Company reserves the right without advance notice to:
•Accept, reject, or cancel any order,
•Make any adjustments or revisions to targets, structure, incentive rates, quotas, salaries, or any other matters pertaining to this Plan; and
•Resolve, in its sole and absolute discretion, any matters of interpretation under the Plan and matters not covered by the provisions of the Plan.
•Modify or terminate this Plan at any time.
The contents of this Plan are Company proprietary and confidential and are not to be disclosed by any Plan Participant to any person who is not an employee of the Company. Any legal action brought concerning this Plan shall be brought only in the state or federal courts of the country in which the Plan Participant is employed, and both parties submit to venue and jurisdiction in these courts. This Plan contains the entire agreement of the parties with respect to the matters addressed herein, and supersedes all other representations, statements and understandings concerning this subject matter.
Exhibit 10.1
EXHIBIT A
Plan Targets & Achievement Schedule
Financial Performance Target Metrics
Revenue targets and Adjusted EBITDA targets are determined annually in accordance with the Annual Operating plan as approved by the Board of Directors
Plan participants will be assigned a Revenue target associated with their primary business role:
oIdentity revenue plan defined as all revenue associated with the Identity line of business inclusive of ID R&D and any other revenue as may be defined in the Annual Operating Plan as approved by the Board of Directors
oDeposits revenue plan defined as all revenue associated with the Deposits line of business inclusive Mobile Deposits, Check Intelligence, and Check Fraud Defender and any other revenue as may be defined in the Annual Operating Plan as approved by the Board of Directors
oAll Mitek revenue plan defined as all revenue associated with the Deposits line of business inclusive Mobile Deposits, Check Intelligence, and Check Fraud Defender and any other revenue as may be defined in the Annual Operating Plan as approved by the Board of Directors
Individual Objectives
Individual achievement is gated by a minimum defined % of financial performance achievement for the fiscal year.
oMinimum % revenue achievement may dictate any payment related to Individual achievement payout; payout eligibility is earned based on individual performance and is at the sole discretion of management.
Plan Structure
Plan Elements | ELT | Director Level & Above | All Other Participants | |||||||||||
Identity | Total Identity Revenue | 40% | 40% | 30% | ||||||||||
All Mitek Revenue | 10% | 10% | 10% | |||||||||||
Deposits | Deposits Revenue | 40% | 40% | 30% | ||||||||||
All Mitek Revenue | 10% | 10% | 10% | |||||||||||
Corporate | All Mitek Revenue | 50% | 50% | 40% | ||||||||||
ALL | Adjusted EBITDA (Profit) | 50% | 50% | 40% | ||||||||||
Individual Objectives | BOD & CEO ability to modify financial metric outcome by 10% based upon individual contribution. | 20% |