David Lyle
MITEK SYSTEMSAbout David Lyle
David Lyle, age 60, has served as Mitek’s Chief Financial Officer since January 2, 2024. He previously held CFO roles at Surgalign (2022–2023), Airgain (2020–2022), Maxwell Technologies (2015–2019), Entropic Communications (2007–2015), and earlier at RF Magic, Zyray Wireless, and Mobilian, with earlier corporate finance roles at Intel and Broadcom. He holds a BS in Business Administration (USC), a Master of International Management (Thunderbird), and an MBA (Arizona State). During FY2024, Mitek revenue was $172.1M (vs. $172.6M in FY2023) and net income was $3.3M (vs. $8.0M in FY2023), while compensation plans increased emphasis on at‑risk pay tied to revenue and adjusted EBITDA for FY2025, aligning incentives with performance delivery .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Surgalign Spine Technologies (SRGA) | Chief Financial Officer | 2022–2023 | Led finance through restructuring; company commenced Chapter 11 (June 19, 2023) . |
| Airgain (AIRG) | Chief Financial Officer | 2020–2022 | Public-company CFO; supported growth in connectivity solutions . |
| Maxwell Technologies | Chief Financial Officer | 2015–2019 | Steered sale to Tesla; public-company discipline . |
| Entropic Communications | Chief Financial Officer | 2007–2015 | Led finance until sale to MaxLinear; public-company operations . |
| RF Magic | Chief Financial Officer | pre‑2007 | RF Magic acquired by Entropic in 2007, integration leadership . |
| Zyray Wireless | Chief Financial Officer | pre‑2004 | Zyray acquired by Broadcom in 2004; transactional execution . |
| Mobilian | Chief Financial Officer | pre‑2003 | Mobilian acquired by Intel in 2003 . |
| Intel; Broadcom | Corporate finance roles | early career | Large-cap finance training and controls . |
External Roles
No current public company board roles or external directorships for Lyle are disclosed in Mitek’s proxies .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Employment status | Not employed at Mitek | CFO (start 1/2/2024) | CFO |
| Base salary ($) | N/A | $425,000 | $425,000 (unchanged) |
| Target bonus (%) | N/A | 65% of base | 65% of base |
| Actual bonus paid ($) | N/A | $128,456 (paid Q4’24) | Not yet disclosed |
Performance Compensation
Annual cash incentive structure and FY2024 outcomes for Lyle:
| Year | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| FY2024 | Revenue (primary/secondary business areas) | 70% | Board-approved operating plan (excl. in-year M&A) | Core identity: 90%; deposits: 97% | Contributed to overall 62% of target for Lyle |
| FY2024 | Non-GAAP operating income | 30% | Operating income dollars (excl. in-year M&A) | 80% achievement | Contributed to overall 62% of target for Lyle |
| FY2025 | Revenue | 50% | Board plan (excl. in-year M&A) | Not yet disclosed | Not yet determined |
| FY2025 | Adjusted EBITDA | 50% | Board plan (excl. in-year M&A) | Not yet disclosed | Not yet determined |
PSU design and vesting:
- PSUs generally vest in three equal annual installments over three years if relative stock performance meets/exceeds Russell 2000 performance; overachievement earns additional units (33% for historical awards; increased to 100% in FY2025 program for non-CEO awards; no earn-back feature) .
- RSUs generally vest 25% on first anniversary, then annually over four years (service-based) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 14,546 shares held directly; <1% of outstanding (45,231,214 shares as of Jan 17, 2025) . |
| Options (exercisable/unexercisable) | None disclosed for Lyle (ownership is direct shares) . |
| 2024 RSU grant | 58,185 RSUs (granted Jan 2, 2024); vest 25% at 1-year, then annually over 4 years . |
| 2024 PSU grant | 77,386 PSUs (granted Jan 2, 2024); vest over 3 years based on relative stock vs Russell 2000; +33% for overachievement . |
| 2025 RSU grant | 66,225 RSUs (approved Dec 8, 2024); standard 4-year vesting . |
| 2025 PSU grant | 66,225 PSUs; 3-year performance vesting per FY2025 PSU schedule . |
| Initial equity grant values (on hire) | $750,000 RSUs; $750,000 PSUs; up to $247,500 additional PSUs for overachievement . |
| Hedging/pledging | Prohibited (no short sales, derivatives, margin or pledging) . |
| Clawback policy | Adopted Oct 2, 2023 under Nasdaq Rule 10D‑1; recovery of erroneously awarded incentive comp upon restatement . |
| Stock ownership guidelines (execs) | Not specifically disclosed for executives; director guidelines exist (5x retainer) . |
Note: Vested vs unvested share breakdown for Lyle was not disclosed in the outstanding awards tables; no FY2024 vesting or option exercise was reported for Lyle .
Employment Terms
| Term | Detail |
|---|---|
| Start date | January 2, 2024 (CFO; PFO; PAO) . |
| Base pay & bonus | $425,000 base; target bonus 65% (cap 130%); plan metrics per annual cash plan . |
| Severance | If terminated without cause: 12 months base salary + COBRA payments (standard Severance Agreement) . |
| Change-of-control | Acceleration of vesting of certain equity awards if terminated under specified circumstances following a change in control (double-trigger) . |
| Indemnification | Standard D&O indemnification agreement entered into on appointment . |
| Clawback; hedging/pledging | Clawback policy adopted Oct 2, 2023; hedging/pledging prohibited . |
| Non-compete / non-solicit | Not disclosed in filings reviewed. |
Compensation Structure Notes (pay-for-performance)
- Peer benchmarking: F.W. Cook engaged; targets generally set near median of peer group; explicit peer group of 14 application/internet software firms used for NEOs .
- 2024 cash incentive revisions (from investor feedback): revenue/operating income mix shifted to 70/30, operating margin → operating income, exclusion of acquired revenue/income, Board discretion ±10% for individual performance .
- 2025 cash incentive revisions: changed to 50/50 revenue vs adjusted EBITDA, more at-risk pay for CEO; expanded PSU overachievement (100%) and removed earn-back feature .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % | Notable Committee Responses |
|---|---|---|
| 2023 | ~62% approval | Shift to operating income dollars, 80/20 → 70/30 weighting, exclude in-year M&A, ±10% discretion . |
| 2024 | ~64% approval | 2025 plan moved to revenue/adjusted EBITDA (50/50); PSU overachievement increased; CEO package more performance‑weighted . |
Investment Implications
- Alignment: Lyle’s incentives are predominantly at-risk via annual cash metrics (revenue/adjusted EBITDA) and multi-year PSUs tied to relative TSR vs Russell 2000, reinforcing pay-for-performance and shareholder value creation .
- Retention risk: Severance (12 months base + COBRA) and double-trigger equity acceleration provide standard protection; sizable unvested RSUs/PSUs and no options suggest retention through multi-year vesting rather than near-term monetization .
- Insider selling pressure: Beneficial ownership is 14,546 shares and no FY2024 vesting/exercise activity reported for Lyle—near-term selling pressure appears limited; upcoming annual RSU/PSU vesting could add supply over time .
- Governance safeguards: Robust clawback and prohibition on hedging/pledging reduce misalignment and risk-taking behavior; compensation changes reflect responsiveness to investor feedback .
- Execution track record: Extensive prior public-company CFO experience including M&A exits; note Surgalign’s Chapter 11 (June 2023)—a potential red flag requiring scrutiny of risk oversight and controls, though Mitek’s FY2024 proxy details ongoing remediation of control weaknesses at the company level .