Jason Gray
MITEK SYSTEMSAbout Jason Gray
Jason L. Gray, age 54, is Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of Mitek Systems (MITK), serving since January 2023; previously he held senior legal roles at Accelrys (sold to Dassault), Mitchell International, Netratings, and Wilson Sonsini, and founded Gradient Legal . He holds a JD from University of Michigan Law School and bachelor’s degrees in economics and German from Andrews University . During his tenure, MITK reported FY2024 revenue of $172.1 million and net income of $3.3 million ; pay-versus-performance disclosures show cumulative TSR value of an initial $100 investment at $68.05 in 2024 versus $163.13 for the Nasdaq-100 Tech peer index . The company uses adjusted EBITDA and revenue as key incentive metrics (2025 plan: 50/50 weighting) and relative stock performance vs. Russell 2000 for PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gradient Legal, Inc. | Founder; provided outsourced GC services to tech firms and advisory to PE/VC | 2014– | Built legal advisory platform for small/mid-market tech; supported investor needs |
| Accelrys, Inc. | SVP & General Counsel | 2013–2014 | Helped steer publicly traded software co.; company sold to Dassault Systèmes in 2014 |
| Mitchell International | SVP Strategic Development & General Counsel | 2002–2013 | Led strategic development and legal; long tenure in data/analytics software |
| Netratings, Inc. | VP & General Counsel | 1999–2002 | Public internet measurement firm legal leadership |
| Wilson Sonsini Goodrich & Rosati | Attorney | 1997–1999 | Corporate/tech legal experience at leading law firm |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| OneLegacy | Director | Current | Board role disclosed; non-profit focus (details not expanded in proxy) |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of base) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 400,000 | 60% | 148,800 | Joined permanent CLO role Dec 10, 2023; eligible under 2024 plan |
| 2025 | 400,000 (effective Jan 1, 2025) | 60% | N/A | Plan approved Jan 2025; payout TBD |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 Annual Cash Incentive | Revenue (primary and deposits/identity mix) | 70% | Company targets (not disclosed) | Identity: 90% of target; Deposits: 97% | Contributed to 62% of target payout for Gray | Paid in 4Q 2024 |
| 2024 Annual Cash Incentive | Non-GAAP Operating Income | 30% | Company target (not disclosed) | 80% of target achieved | Part of 62% of target payout | Paid in 4Q 2024 |
| 2024 Annual Cash Incentive | Maximum payout cap | — | — | — | 200% of target cap | Plan cap |
| 2025 Annual Cash Incentive | Revenue | 50% | Company targets (not disclosed) | TBD | Max 200% | FY2025 plan |
| 2025 Annual Cash Incentive | Adjusted EBITDA | 50% | Company targets (not disclosed) | TBD | Max 200% | FY2025 plan |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 132,763 shares; comprised of 67,589 directly held, 63,174 options exercisable within 60 days, and up to 2,000 via ESPP within 60 days; less than 1% of shares outstanding (45,231,214) |
| Outstanding RSUs | 69,125 RSUs granted Dec 10, 2023; market value $599,314 at 9/30/2024; vest 25% on first anniversary and annually thereafter over 4 years |
| Outstanding PSUs | 69,125 PSUs granted Dec 10, 2023; market value $599,314 at 9/30/2024; vest in equal annual installments over 3 years, subject to relative stock performance vs. Russell 2000 |
| PSU performance metric | Relative TSR vs Russell 2000; vesting can adjust pro-rata for 85–100% underperformance/at-target; overachievement may add shares. Cumulative vesting feature removed for FY2025 grants |
| Hedging & pledging | Executives and directors are prohibited from hedging, short selling, margin accounts, or pledging MITK securities |
| Ownership guidelines | Director stock ownership requirement = 5× annual base retainer; executive ownership guidelines not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (non‑CoC) | If involuntarily terminated without Cause or resign for Good Reason: lump sum equal to 100% of annual base salary + 12 months COBRA premiums; accrued compensation paid |
| Change‑of‑Control (double trigger) | If terminated without Cause or resign for Good Reason within 2 months before or 12 months after CoC: lump sum 100% of base salary + 12 months COBRA premiums + accelerated vesting of 100% of all outstanding equity |
| CoC definition | Includes 50%+ voting power change, merger/share exchange with <50% post-deal continuity, sale of substantially all assets, or loss of majority of Continuing Directors |
| Tax/409A/280G | Timing may be deferred to comply with 409A; payments reduced to avoid excess parachute under 280G; no excise tax gross‑up |
| Clawback | Nasdaq Rule 10D‑1-compliant clawback for restatements; recovery of incentive comp based on financial reporting measures |
| Non‑compete/solicit | Not disclosed |
Director/Committee/Shareholder Context (for governance and pay alignment)
- Compensation Committee: Chair Kimberly S. Stevenson; members Rahul Gupta and James C. Hale; uses independent consultant F.W. Cook; independence assessed annually .
- Say‑on‑pay: ~64% approval in September 2024; led to 2025 changes increasing performance emphasis, shifting OI→Adjusted EBITDA, and moving cash metric weights to 50/50 .
- Key performance measures used: Revenue, Non‑GAAP Operating Income, and Relative TSR .
Investment Implications
- Pay‑for‑performance linkage is credible: 2024 cash bonus tied to revenue and non‑GAAP OI outcomes (62% payout), and equity tilted to relative TSR PSUs, aligning Gray’s incentives with shareholder returns .
- Retention risk mitigated by severance protection and double‑trigger CoC with full acceleration; however, sizable RSU/PSU overhang and annual vesting may create periodic selling pressure as tranches vest, subject to insider trading windows and hedging/pledging prohibitions .
- Alignment: Beneficial ownership plus unvested equity provide skin‑in‑the‑game, with no pledging allowed; director ownership guidelines are robust, though executive ownership guidelines are not disclosed .
- Governance responsiveness: 64% say‑on‑pay prompted metric and weighting changes for 2025, including elevated adjusted EBITDA focus; continued monitoring of TSR performance vs. Russell 2000 is key for PSU outcomes and realized comp .