James Fay
MITEK SYSTEMSAbout James D. Fay
Independent director of Mitek Systems (MITK), age 51, appointed October 21, 2024; serves on the Audit Committee. Currently CFO of Matterport (MTTR), with prior legal and finance roles; holds a BA in International Business & French (North Central College) and a JD from Harvard Law School. Tenure on MITK board began in 2024; the board affirms his independence under Nasdaq rules, and Audit Committee members meet heightened independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Matterport, Inc. | Chief Financial Officer | Since 2017 | Oversaw finance; company nearly quadrupled revenues; guided agreement to sell to CoStar (~$2B) . |
| View | Chief Financial Officer | — | Managed financial, legal, HR, operations while privately held . |
| NeoPhotonics (NYSE: NPTN) | Chief Financial Officer & General Counsel | — | Took company public; managed strategic acquisitions . |
| @Road (NASDAQ: ATRD) | Senior Vice President & General Counsel | — | Took company public; legal and corporate roles . |
| Venture Law Group | Attorney | — | Advised tech companies on IPOs, M&A, corporate matters . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Matterport, Inc. | Chief Financial Officer | Executive role; brings SaaS transition and capital markets expertise . |
Board Governance
- Committee assignments: Audit Committee member (not Chair); Audit Chair is Susan Repo .
- Independence: Board determined all directors other than CEO are independent; Audit Committee meets additional independence criteria .
- Attendance: Board met 13 times in FY2024; each director attended over 75% of Board and applicable committee meetings .
- Audit oversight: Audit Committee held 17 meetings in FY2024 and is actively overseeing remediation of remaining internal control material weaknesses (five outstanding as of FY2024 year-end) .
- Related-party transactions: None exceeding $120,000 since Oct 1, 2023; Audit Committee reviews any such transactions per policy .
Fixed Compensation (Director)
| Component | Amount/Terms |
|---|---|
| Annual base retainer (cash) | $50,000 (paid quarterly; prorated for service) . |
| Additional chair retainers | Chair: $65,000; Lead Independent Director: $15,000; Audit Chair: $12,500; Compensation Chair: $7,500; Nominating Chair: $5,000 . |
| Initial RSU grant (new director) | Fair value $170,000, pro-rated to next annual meeting; vests fully by next annual meeting or 1 year . |
| Annual RSU grant | $170,000; vests fully by next annual meeting or 1 year . |
| Deferral | Directors may elect to defer receipt of vested shares under Director Deferral Plan . |
| Ownership guideline | 5× annual base retainer; 5 years to comply; no new equity awards if non-compliant after 5 years . |
Performance Compensation
Directors receive time-based RSUs only; no director-level performance metrics disclosed. Company-wide executive metrics (which the board oversees) were revised for FY2025 to improve alignment with shareholder feedback:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash incentive weighting | 70% Revenue / 30% non-GAAP Operating Income | 50% Revenue / 50% Adjusted EBITDA . |
| PSU design | Relative TSR vs Russell 2000; annual measurement; partial vesting 85–100% band; prior cumulative earn-back allowed | Relative TSR vs Russell 2000; overachievement payout increased to 100%; cumulative earn-back removed; CEO PSUs include stock-price goals (100% price increase target for portion) . |
Other Directorships & Interlocks
| Person | External Board/Role | Potential Interlock/Note |
|---|---|---|
| James D. Fay | CFO, Matterport (MTTR) | Executive role at Matterport; not a director there . |
| Susan Repo (MITK Audit Chair) | Director, Matterport; also on Fiskars Group board | Repo serves on Matterport’s board while Fay is Matterport CFO—information-flow interlock to monitor; no related-party transactions disclosed at MITK . |
Expertise & Qualifications
- Finance, accounting, audit, and capital markets expertise; structured/led IPOs and strategic acquisitions across US, Europe, Asia .
- Executive leadership in SaaS transitions and scaling recurring revenue models .
- Legal training (JD, Harvard Law) and prior General Counsel roles add governance breadth .
- Skills matrix recognizes his strengths in strategic planning, finance/accounting/audit, capital markets, technology, and international experience .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares/RSUs) | 7,960 RSUs that may become issuable within 60 days of Jan 17, 2025; <1% of class . |
| Shares outstanding (reference) | 45,231,214 as of Jan 17, 2025 . |
| Hedging/pledging | Prohibited for directors and executives under insider trading policy . |
| Ownership guideline | 5× annual base retainer; 5-year compliance window (newly appointed—timeline applies) . |
Governance Assessment
- Strengths: Independent status; Audit Committee membership during heightened control remediation period; robust director ownership guidelines; hedging/pledging prohibitions; no related-party transactions; director compensation reviewed with independent consultant (F.W. Cook) .
- Engagement: Audit Committee met 17 times in FY2024; all directors attended the FY2024 annual meeting; board held 13 meetings with >75% attendance for each director, indicating active oversight .
- Investor signals: FY2024 say‑on‑pay approval was ~64%, prompting FY2025 changes to metrics and greater at‑risk CEO pay—board responsiveness is positive but the sub‑75% outcome warrants continued investor outreach .
- Potential conflicts/interlocks: Repo’s Matterport board role alongside Fay’s Matterport CFO position is an interlock to monitor; MITK discloses no related-party transactions and has formal approval procedures via Audit Committee, mitigating conflict risk .
- Red flags to track: Continued remediation of five material weaknesses (especially revenue recognition control not expected fully remediated until FY2026), increasing demands on Audit Committee; ensure sustained independence and sufficient resourcing .
Overall, James Fay brings deep finance/legal acumen and public markets experience to MITK’s board with independent status and active audit oversight. Interlocks should be transparently managed; compensation and ownership policies align directors with shareholders, while control remediation remains a key governance priority .