Mark Rossi
MITEK SYSTEMSAbout Mark Rossi
Mark Rossi (age 68) is a nominee for election as an independent director to Mitek Systems’ board; upon election, he is anticipated to join the Audit Committee. He is founder and Senior Managing Director of Cornerstone Equity Investors, with a career focused on technology, telecommunications, healthcare, and business services investing. He holds an MBA (F.C. Austin Scholar) from Northwestern University’s Kellogg School and a BA with honors in Economics from Saint Vincent College. His prior public company board leadership includes serving as Chairman of Cardtronics plc (2018–2021) and Chair of Maxwell Technologies (2011–2016), bringing deep finance, audit, capital markets, and governance expertise to MITK.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornerstone Equity Investors, L.L.C. | Founder; Senior Managing Director | Since 1996 | Led investments across ~100 companies; emphasis on tech, telecom, healthcare, business services |
| Prudential Equity Investors, Inc. (Prudential Insurance private equity arm) | President | Pre-1996 | Led private equity investing prior to Cornerstone’s formation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardtronics plc | Chairman of the Board; Audit & Compensation Committee member; Finance Committee Chair | 2018–2021 | Led board through sale to NCR; multi-committee oversight |
| Maxwell Technologies, Inc. | Director; Board Chair | Director 1997–2016; Chair 2011–2016 | Governance and strategic oversight at power/energy tech firm |
| Novatel Wireless, Inc. | Director | Not disclosed | Public board experience in wireless/data devices |
| ChemDesign, Inc.; Conner Peripherals; International Manufacturing Services; Stor Media | Director (former) | Not disclosed | Multiple former public company directorships |
Board Governance
- Independence: The board determined all director nominees other than the CEO are independent under Nasdaq rules; Rossi is listed as an independent nominee.
- Committee assignment: Rossi is anticipated to join the Audit Committee upon election.
- Board activity and attendance: The board met 13 times in fiscal 2024; each director attended over 75% of board and applicable committee meetings. (Rossi is a new nominee; attendance data apply to incumbents.)
- Executive sessions and committee leadership: All standing committees have independent members; audit, compensation, and nominating committees operate under charters and meet regularly; audit committee chaired by an “audit committee financial expert.”
Fixed Compensation
| Component | Amount / Terms | Vesting / Timing |
|---|---|---|
| Annual base cash retainer | $50,000 (paid quarterly; prorated) | Ongoing quarterly payments |
| Additional chair retainers | Chair of Board $65,000; Lead Independent Director $15,000; Audit Chair $12,500; Compensation Chair $7,500; Nominating Chair $5,000 (prorated) | Ongoing quarterly payments |
| Annual equity grant (RSUs) | $170,000 fair value (rounded down to whole shares) at annual meeting for non-employee directors | Vests in full on earlier of 1 year from grant or next annual meeting, subject to board service |
| Director Deferral Plan | Available to defer receipt of vested shares | Per election |
Notes: Committee membership (non-chair) does not carry additional cash fees; only chair roles receive additional retainers.
Performance Compensation
Director pay at MITK is not tied to performance metrics (no PSUs or performance hurdles are used for directors; equity grants are time-based RSUs).
| Performance Metric | Weight | Description |
|---|---|---|
| None for directors | N/A | Non-employee director grants are RSUs with time-based vesting only; no disclosed performance conditions for director equity |
Other Directorships & Interlocks
| Relationship | Detail | Governance implication |
|---|---|---|
| Prior-company interlock with current CEO | Rossi served as Chairman of Cardtronics plc (2018–2021); MITK CEO Edward West served as Cardtronics CEO (2018–2021) and earlier COO/CFO (2016–2017) | Potential perception risk around board independence due to prior close working relationship; board has affirmed independence under Nasdaq rules |
- Related-party transactions: The company reports none >$120,000 involving directors/officers since Oct 1, 2023.
Expertise & Qualifications
- Corporate governance and strategic planning: Extensive public board leadership and PE sponsor experience across technology and financial services.
- Finance/accounting/audit and capital markets: Committee service (audit/compensation/finance), investing background, and transaction leadership.
- Human capital and executive compensation: Experience overseeing compensation at prior boards.
- Industry knowledge: Technology, telecommunications, and financial services exposure (e.g., Cardtronics, Maxwell, Novatel Wireless).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Mark Rossi | 0 | <1% | No beneficial ownership reported as of Jan 17, 2025; shares outstanding: 45,231,214 |
- Stock ownership guidelines: Non-employee directors must hold equity equal to 5× annual base retainer within five years; directors not yet at five years are afforded the compliance window.
- Hedging/pledging: Prohibited for directors under company insider trading policy (no short sales, derivatives, hedging, or pledging/margin).
Governance Assessment
- Strengths: Rossi adds seasoned board leadership with deep finance/audit and capital markets experience; anticipated Audit Committee membership aligns with MITK’s ongoing internal control remediation efforts (audit committee held 17 meetings; five material weaknesses remediated, five outstanding).
- Alignment: Director equity is granted annually and vests over one year, with stock ownership guidelines requiring meaningful ownership over five years; current beneficial ownership is zero, but annual RSU grants and guidelines should build alignment over time.
- Independence/Interlocks: Board affirmed independence for all nominees; however, Rossi’s prior overlap with the current CEO at Cardtronics introduces a potential perception risk—mitigated by formal independence determinations and independent committee structures.
- Conflicts/Related-party exposure: No related-party transactions disclosed involving directors; audit committee reviews any potential related parties per charter.
- External signals: 2024 say-on-pay support at ~64% indicates room for improved investor confidence; the board engaged investors and revised compensation frameworks for 2025. While not directly related to director pay, it reflects governance responsiveness.
RED FLAGS: Prior-company interlock with CEO (Cardtronics) may warrant monitoring for recusals on CEO-related matters and careful oversight to maintain perceived independence. No attendance or related-party red flags disclosed for Rossi; current beneficial ownership is zero (common for a new nominee) but ownership buildup should be tracked under guidelines.