Kimberly Stevenson
MITEK SYSTEMSAbout Kimberly Stevenson
Independent director at Mitek Systems since 2020; age 62. Currently Chair of the Compensation Committee and member of the Audit Committee; previously served as Lead Independent Director during CEO transition periods in 2023 and 2024 . Education: BS in Accounting and Business Management (Northeastern University) and MBA (Cornell University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetApp, Inc. | SVP & GM, Foundational Data Services | Prior to MITK appointment (dates not specified) | Senior P&L and product responsibility |
| Lenovo | SVP & GM, Data Center Products & Solutions | Mar 2017 – Oct 2018 | Led data center portfolio |
| Intel Corporation | Corporate VP; CIO (2012–2016); GM IT Ops & Services (2009–2012); COO (Client & IoT, 2016–2017) | Sep 2009 – Feb 2017 | Enterprise IT, operations, and client/IoT leadership |
| Electronic Data Systems (DXC Technology) | Global development & enterprise services leadership | ~7 years (dates not specified) | Global delivery oversight |
| IBM | Various finance and operational roles | >17 years (dates not specified) | Finance/operations leadership |
External Roles
| Organization | Role | Current/Former | Committees/Notes |
|---|---|---|---|
| Verisk Analytics, Inc. | Director | Current | Public company directorship |
| Quarterhill, Inc. | Director | Former | Public company directorship |
| Skyworks Solutions, Inc. | Director | Former | Public company directorship |
| Boston Private Financial Holdings | Director | Former | Public company directorship |
| Ambiq Micro Solutions | Director | Not listed in 2025; listed in 2024 bio | Private company board (2024 proxy) |
Board Governance
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Stevenson is independent .
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Lead Independent Director: Served during combined Executive Chair/Interim CEO period to enhance oversight (presided executive sessions, reviewed materials/agendas) .
- Attendance: Board met 13 times in fiscal 2024; each director attended >75% of Board and applicable committee meetings. All directors attended the 2024 annual meeting .
- Shareholder engagement: Company proactively engaged top holders; four stockholders met with the Compensation Chair to discuss pay design before FY2025 adjustments .
- Executive sessions: Independent directors meet in executive session periodically .
Director election and say‑on‑pay outcomes (2025 annual meeting):
| Item | For | Against/Withheld | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Election – Kimberly S. Stevenson | 22,673,841 | 3,715,174 (withheld) | — | 10,617,540 |
| Say‑on‑pay (NEO compensation) | 15,249,136 | 9,350,773 | 1,789,106 | 10,617,540 |
Governance context:
- Audit Committee held 17 meetings in FY2024; company disclosed ongoing remediation of 5 material weaknesses in internal control, with plans to remediate four by FY2025 and revenue recognition by FY2026 .
Fixed Compensation
Director compensation framework (FY2024):
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (cash) | $50,000 | Paid quarterly |
| Chair of the Board (additional) | $65,000 | Paid quarterly |
| Lead Independent Director (additional) | $15,000 | Paid quarterly when applicable |
| Audit Committee Chair (additional) | $12,500 | Paid quarterly |
| Compensation Committee Chair (additional) | $7,500 | Paid quarterly |
Kimberly Stevenson – FY2024 pay:
| Metric | Value |
|---|---|
| Cash fees earned | $68,153 |
| Stock awards (grant‑date fair value) | $320,006 |
| Notes | Cash includes $7,500 Comp Chair and $7,500 Lead Independent Director stipends for part of FY2024 ; Equity included catch‑up for FY2023 due to delayed SEC filings; equity retainer increased from $150,000 (FY2023) to $170,000 (FY2024) . |
Director equity program:
- Initial and annual RSU grants sized at $170,000 fair value (rounded to whole shares); vest in full at one year or next annual meeting, subject to continued Board service; directors may defer under the Director Deferral Plan .
Performance Compensation
- No performance‑based director equity disclosed; director grants are time‑based RSUs with one‑year vesting cadence .
Other Directorships & Interlocks
| Potential Interlock/Conflict | Disclosure |
|---|---|
| Related‑party transactions | None >$120,000 since Oct 1, 2023 involving directors, officers, 5% holders, or their immediate families . |
| Sector adjacency | Verisk operates in data analytics/insurance; no MITK‑disclosed related transactions or shared customers noted in proxy . |
Expertise & Qualifications
- Skills matrix: Corporate governance, executive leadership, industry experience (enterprise software, identity/fraud), finance/accounting/audit, human capital/executive compensation, technology, product/marketing/sales .
Equity Ownership
Beneficial ownership as of January 17, 2025:
| Holder | Shares | % of Class | Detail |
|---|---|---|---|
| Kimberly S. Stevenson | 55,852 | <1% (*) | 34,864 held directly; 20,988 subject to RSUs issuable within 60 days . |
Additional context:
- As of Sept 30, 2024, non‑employee directors held RSUs outstanding; Stevenson: 55,852 RSUs .
- Director stock ownership guidelines: 5× annual base retainer; 5 years to comply; directors >5 years on Board were compliant at FY2024 end .
- Hedging and pledging: Prohibited for executives and directors (no short selling, derivatives, margin accounts, or pledging of company stock) .
Governance Assessment
- Role/independence: As Compensation Chair and Audit member, Stevenson influences pay design and financial oversight; independence affirmed under Nasdaq standards .
- Engagement signal: Direct outreach to top holders; four meetings held with Compensation Chair prior to FY2025, and program changes adopted (shift to adjusted EBITDA, 50/50 rev/EBITDA weighting; higher at‑risk CEO pay; PSU overachievement parameters updated) .
- Voting signal: Lower “for” votes for Stevenson versus some nominees (e.g., Rossi 25.79M) may reflect investor scrutiny of compensation/audit oversight amid ongoing control remediation; factual vote tallies shown above .
- Controls risk: Five material weaknesses disclosed; remediation underway with clear timelines; Audit Committee highly active (17 meetings), including Stevenson as member, mitigating oversight risk but still a live issue .
- Pay alignment: Director program is standard (cash retainer plus annual RSUs; ownership guidelines), with hedging/pledging bans and clawback policy (Rule 10D‑1) enhancing alignment and accountability .
Overall: Strong governance credentials and deep technology/finance experience; active shareholder engagement and standard director pay structures support investor alignment. Continued monitoring warranted on internal control remediation and compensation oversight given vote patterns and Stevenson’s leadership roles .