Donna Wells
MITEK SYSTEMSAbout Donna Wells
Independent director at Mitek Systems since 2019; age 63. Serves as Chair of the Nominating & Corporate Governance Committee. Education: BS Economics (Wharton), MBA (Stanford), NACD Directorship Certification and Cyber-risk Oversight Certification. Prior roles include President & CEO of Mindflash (2010–2017) and CMO at Mint (2007–2009), with senior marketing leadership at American Express, Charles Schwab, Intuit, and Expedia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mindflash Technologies | President & CEO | 2010–2017 | Led SaaS from launch to market leadership; Top 50 Small US Company to Work For |
| Mint Software | Chief Marketing Officer | 2007–2009 | Drove growth from product launch to acquisition by Intuit |
| American Express; Charles Schwab | Strategic marketing leadership | 20-year career prior to 2007 | Led marketing at Fortune 500s Intuit and Expedia |
External Roles
| Organization | Type | Role | Status | Committees |
|---|---|---|---|---|
| Walker & Dunlop | Public company | Director | Current | Chair, Audit & Risk; Member, Nominating & Corporate Governance |
| Betterment Holdings | Private company | Director | Current | — |
| Sway Ventures | VC firm | Advisor | Current | Fintech and enterprise software focus |
| Apex Technology Acquisition Corp | Public company | Director | Former | — |
| Boston Private Financial Holdings | Public company | Director | Former | — |
Board Governance
- Independence: Board determined Wells is independent under Nasdaq rules .
- Committee leadership: Chair of Nominating & Corporate Governance Committee (NGC) .
- Attendance: Board met 13 times in FY2024; each director attended over 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session as required .
| Governance Item | Detail |
|---|---|
| Board meetings (FY2024) | 13 |
| NGC meetings (FY2024) | 6 |
| Wells’ independence | Yes (Nasdaq 5605(a)(2)) |
| Annual meeting attendance (2024) | All directors attended |
| NGC role | Chair |
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Cash fees | 55,000 | Includes $50,000 annual base retainer + $5,000 NGC Chair fee |
| Stock awards | 320,006 | Fiscal 2024 equity included both FY2023 ($150k) and FY2024 ($170k) annual RSU grants due to prior filing delays |
| RSUs held (as of 9/30/2024) | 52,472 | Outstanding director RSUs at year-end |
Program features:
- Annual director equity grant: RSUs valued at $170,000 granted at annual meeting; one-year vest or to next annual meeting .
- Initial grant for mid-cycle appointments: RSUs $170,000 pro-rated to next annual meeting .
- Director Deferral Plan permits deferral of vested shares .
- Ownership guidelines: 5x annual base retainer; five years to comply. As of FY2024, all directors with 5+ years of service were compliant (Wells joined in 2019) .
Performance Compensation
| Element | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is time-based RSUs (not PSUs/options) |
| Vesting schedule | RSUs vest in full upon earlier of one year post-grant or next annual meeting |
| Ownership alignment | 5x retainer guideline; Wells qualifies for five-year window and directors at 5+ years are in compliance |
Other Directorships & Interlocks
- Potential conflicts: Company discloses no related-party transactions >$120,000 involving directors/officers since Oct 1, 2023; Audit Committee reviews any such transactions .
- Sector overlap: Walker & Dunlop (CRE finance) is not cited as a customer/supplier to Mitek; no interlocks or related-party exposure disclosed .
Expertise & Qualifications
- Board skills: Corporate governance; strategic planning; executive leadership; industry (software/fintech); finance/accounting/audit; technology; product/marketing/sales .
- Certifications: NACD Directorship Certification; NACD Cyber-risk Oversight Certification .
- Academic: Wharton BS Economics; Stanford MBA .
Equity Ownership
| Category | Shares | % of Class | Notes |
|---|---|---|---|
| Direct ownership | 38,552 | <1% | Shares held directly |
| RSUs potentially issuable within 60 days | 20,988 | <1% | RSUs approaching vest within 60 days |
| Total beneficial ownership | 59,540 | <1% | As disclosed in beneficial ownership table |
Policies limiting misalignment:
- Hedging and pledging of company stock prohibited for directors and executives .
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) filing timeliness (FY2024) | Proxy lists certain late Form 4s for other insiders; no delinquencies disclosed for Donna Wells |
Governance Assessment
Strengths:
- Independent director with deep governance, audit, and fintech/software expertise; chairs NGC at MITK and Audit & Risk at Walker & Dunlop, bolstering board oversight quality .
- Strong engagement: Board/committee activity in FY2024 (13 Board meetings; NGC met 6 times) and >75% attendance; full annual meeting attendance .
- Ownership alignment: Time-based RSU grants; 5x retainer ownership guidelines; directors with 5+ years are compliant .
- Pay structure: Modest cash retainer and chair fee; equity retainer standard and time-based (no options/PSUs for directors), reducing pay-for-performance conflicts at board level .
- Conflict controls: No related-party transactions; Audit Committee pre-approves related parties; hedging/pledging prohibited .
Vulnerabilities and signals:
- Company-level control environment: Five material weaknesses remained at FY2024 year-end, with remediation extending into FY2025–FY2026; while overseen by Audit Committee, this is a governance risk for investor confidence requiring sustained board oversight .
- Executive compensation vote: Say-on-pay approval ~64% in 2024—below typical large-majority norms—prompted program changes; board responsiveness is positive, but continued investor engagement is advisable .
RED FLAGS:
- Internal controls: Remaining material weaknesses in revenue recognition and close processes increase risk until fully remediated (targeted into FY2026 for revenue systems), elevating the importance of committee oversight and board accountability .
Overall, Wells’ independence, committee leadership, and cross-company audit governance experience are positives for board effectiveness. The key investor focus should be on the board’s sustained remediation of internal control weaknesses and responsiveness to compensation feedback, with the Nominating Committee’s role in board composition and governance practices under Wells’ chairship an important lever for continued improvement .