Edward West
MITEK SYSTEMSAbout Edward West
Edward H. West, age 58, is Chief Executive Officer and an employee director of Mitek Systems, Inc., appointed October 1, 2024; he holds a B.B.A. in Finance from Emory University . Prior roles include CEO, COO, and CFO at Cardtronics and EVP/CFO at Delta Air Lines; he is recognized for driving growth, margin expansion, and technology-led business model change . As baseline context near his arrival, Mitek FY2024 revenue was $172.1M, net income $3.3M (diluted EPS $0.07), and operating cash flow $31.7M; FY2024 TSR value in the pay-versus-performance disclosure was $68.05 on a fixed $100 basis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cardtronics plc | President & CEO | 2018–2021 | Led shift from hardware-centric to broader financial services solutions; achieved double-digit organic U.S. growth and expanded EBITDA margins ahead of sale to NCR . |
| Cardtronics plc | EVP, COO and CFO | 2016–2017 | Integrated technology-driven solutions; optimized ATM placement and engagement; created new revenue streams . |
| Education Management Corp. | President & CEO | 2012–2015 (prior roles beginning 2006) | Led large-scale operations in education sector; public-company executive experience . |
| ICG Commerce (subsidiary of Internet Capital Group) | Chairman & CEO | Not disclosed | Leadership in B2B commerce and technology-enabled services . |
| Delta Air Lines, Inc. | EVP & CFO | Not disclosed | Contributed to profitability transformation; named Institutional Investor “CFO of the Year” (2012) . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Cardtronics | Director (former) | Not disclosed . |
| Education Management Corp. | Director (former) | Not disclosed . |
| Entercom Communications Corp. | Director (former) | Not disclosed . |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary (2025) | $500,000 | Per Employment Agreement and FY2025 proxy . |
| Target Annual Bonus (2025) | 100% of base salary | Bonus capped at 200% of base; paid post-audit timing . |
| Sign-on Cash Bonus | $250,000 | Pro-rata repayment if terminated for Cause or resigns without Good Reason within 18 months . |
Annual Cash Incentive Metrics (FY2025): 50% revenue and 50% adjusted EBITDA, with maximum payout 200% of target; Board retains ±10% discretion for CEO/direct reports based on individual contribution .
Performance Compensation
Equity Inducement Grants (granted October 1, 2024)
| Award Type | Units | Vesting/Performance | Key Terms |
|---|---|---|---|
| Time-based RSUs | 187,427 | 25% annually over 4 years | Accelerate 18 months of service vesting upon termination without Cause/for Good Reason outside CoC; 100% accelerate on CoC; dividend equivalents credited; tax withholding via broker sale or share withholding . |
| PSUs – Relative TSR vs Russell 2000 | At-target: 562,283; Above-target: 185,553 | 33.33% annually over 3 years; annual and cumulative tests vs Russell 2000 with pro-rata vesting; up to +100% above-target in FY2025 framework; dividend equivalents . | |
| PSUs – Direct Stock Price Performance | At-target: 173,010; Above-target: 57,093 | Five-year performance window; vest at 67%/100%/133% if stock price achieves ≥1.7x/2.0x/2.5x of award-date price for 60 consecutive trading days; service commitment date Oct 1, 2027 with clawback if terminated for Cause or resigns without Good Reason before that date . |
Change-of-Control (CoC) Treatment for Inducement Awards: Upon Qualifying Termination within the CoC period, Russell 2000 PSUs vest at target with potential pro-rata above-target based on cumulative performance; stock-price PSUs may vest based on CoC transaction price; RSUs fully accelerate at the later of termination or CoC close .
FY2025 CEO Pay Mix Emphasis
Weighting heavily toward at-risk performance compensation designed to build shareholder value; 80% of at-target equity as performance-vesting PSUs and 20% service-based RSUs per Compensation Committee design .
PSU Metric Definition (Russell 2000 program)
| Mitek vs Russell 2000 Performance | At-Target PSU Vesting | Above-Target PSU Vesting |
|---|---|---|
| ≥110% | 100% | 100% |
| 100%–110% | 100% | 0%–100% pro-rata |
| 85%–100% | 50%–100% pro-rata | 0% |
| <85% | 0% | 0% |
| Notes: Hypothetical $100 investments; 20-day average closing prices at period start/end; cumulative earn-in allowed for prior-year shortfalls under pre-2025 design (earn-back removed from FY2025 grants for other executives) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 17, 2025) | Edward H. West beneficially owns no shares (<1% of class) . |
| Hedging/Pledging Policy | Executives/directors prohibited from short selling, buying/selling derivatives, hedging, forward sales; prohibited from margin accounts or pledging company stock . |
| Clawback Policy (company-wide) | Rule 10D-1 compliant Nasdaq clawback adopted Oct 2, 2023; applies to current/former executive officers; recovery of erroneously awarded incentive comp upon restatement . |
| Director Stock Ownership Guidelines | Non-employee directors must hold equity ≥5x base cash retainer; 5-year compliance window . |
Employment Terms
| Term | Key Provision |
|---|---|
| Employment Type | At-will; CEO reports to the Board; full business time commitment . |
| Start Date & Board Seat | Effective Oct 1, 2024; appointed to Board as employee director; nominated annually while CEO . |
| Work Location | Remote (Captiva, FL); periodic travel to offices; HQ travel reimbursed (housing costs at HQ not reimbursed) . |
| Non-Solicitation | 12-month non-solicit of employees post-termination . |
| Arbitration | JAMS employment arbitration in San Diego; company pays filing/hearing/arbitrator costs . |
| Indemnification & D&O | Standard director/officer indemnification; covered under D&O insurance . |
| Attorney’s Fees | Up to $35,000 reimbursement for review/negotiation of agreement and equity docs . |
| Excise Tax (280G) | “Best-pay” cut to avoid 4999 excise tax unless full pay yields greater after-tax benefit; ordering to avoid 409A tax issues . |
Severance & Change-of-Control Economics
| Scenario | Cash Severance | Health (COBRA) | Equity | Bonus |
|---|---|---|---|---|
| Termination without Cause or for Good Reason (outside CoC period) | 150% of base salary + target bonus (lump sum), plus accrued salary and prior-year unpaid bonus | 18 months (employee-paid amount multiplied; lump sum) | Time-based awards accelerate by 18 months of service; performance awards per plan | Pro-rated based on actual performance for current year . |
| Qualifying Termination within CoC period (−4 months pre-sign to +12 months post-close) | 200% of base salary + target bonus (lump sum), plus accrued salary and prior-year unpaid bonus | 24 months (lump sum) | Service-vesting awards fully accelerate; performance awards vest at target (or better for stock-price PSUs based on CoC consideration) | Pro-rated at target for CoC year . |
Board Governance
- Board leadership: roles are separated; Scott Carter is non-executive Chair; West is CEO; temporary combined Chair/Interim CEO in 2024 was mitigated by a Lead Independent Director .
- Independence: all directors are independent except West (employee CEO); Audit Committee members meet heightened independence standards .
- Committees: Audit (Chair: Susan Repo), Compensation (Chair: Kimberly Stevenson), Nominating (Chair: Donna Wells); West is not listed as a committee member .
- Board meetings: 13 in FY2024; all directors attended >75% of meetings .
- Director compensation: employee directors (including West) receive no separate Board compensation .
Performance & Track Record
- At Cardtronics, West drove double-digit U.S. organic growth and EBITDA margin expansion; led technology integration and new revenue streams before sale to NCR (2021) .
- Delta Air Lines EVP/CFO recognition: Institutional Investor “CFO of the Year” and CFO Magazine “Top 40 Under 40” .
- Skills matrix identifies West as experienced in Corporate Governance, Strategic Planning, Executive Leadership, Industry, Finance/Accounting/Audit, Capital Markets, Human Capital, International .
Compensation Structure Analysis
- FY2024 say-on-pay approval was 64%; Compensation Committee responded with FY2025 changes emphasizing at-risk pay for CEO, shifting annual cash incentive metrics to 50/50 revenue/adjusted EBITDA, and increasing PSU overachievement potential to 100% (while removing cumulative earn-back for PSUs granted in FY2025 to other executives) .
- Peer group used for benchmarking comprises 14 application software/internet infrastructure peers (revenues $96–$317M; market caps $208MM–$1.76B) .
Compensation Peer Group (FY2024)
| Peers |
|---|
| A10 Networks; Agilysys; American Software; Asure Software; Brightcove; Domo; eGain; LiveVox; Model N; OneSpan; ON24; PROS Holdings; Upland Software; Veritone . |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 64% at the September 2024 meeting; Board conducted outreach to top 25 holders (~55% of shares) and met with several investors; implemented program changes for FY2025 per feedback .
Risk Indicators & Red Flags
- Hedging/pledging prohibitions reduce misalignment risk .
- Company clawback policy under Nasdaq Rule 10D-1 covers accounting restatements; CEO-specific stock-price PSU includes service commitment clawback through Oct 1, 2027 if terminated for Cause or resignation without Good Reason, enhancing retention alignment .
- Governance context: five material weaknesses in internal controls remained post-FY2024 with active remediation plans and significant Audit Committee oversight (17 meetings in FY2024) .
Director Service Details and Dual-Role Implications
- West serves concurrently as CEO and employee director; Board maintains separation of Chair and CEO, mitigating concentration of power and preserving independent oversight; West is classified as non-independent .
- No committee service is indicated for West; decisions on compensation and audit oversight are led by independent committee chairs .
Equity Vesting Schedules and Potential Insider Selling Pressure
- RSU/PSU awards credit dividend equivalents and use broker-facilitated withholding (22% baseline federal) via automatic share sales to cover taxes, which can create predictable sell flows around vest dates .
- Change-of-control acceleration provisions could result in significant share delivery upon CoC and termination events .
Investment Implications
- Alignment: Heavy performance-based equity weighting (relative TSR vs Russell 2000 and absolute share-price hurdles) and strict hedging/pledging prohibitions align CEO incentives with TSR and revenue/EBITDA outcomes; service-commitment clawback on stock-price PSUs adds retention discipline .
- Retention/CoC optionality: Robust severance (150%/200% cash + 18/24 months COBRA) and broad equity acceleration in CoC scenarios increase stability but also create meaningful CoC optionality; investors should monitor M&A signals and compensation-triggered dilution dynamics .
- Trading signals: Scheduled RSU/PSU vesting with broker tax sales and potential acceleration under CoC can influence float/overhang; West’s zero current beneficial ownership suggests future ownership will be driven by vesting/performance rather than pre-existing holdings .
- Governance quality: Separate Chair/CEO and independent committees mitigate dual-role risks; ongoing internal control remediation is a watch item but under intensive audit oversight; say-on-pay changes demonstrate responsiveness to shareholder feedback .