Michael Diamond
MITEK SYSTEMSAbout Michael Diamond
Michael E. Diamond is Senior Vice President, Deposit Solutions at Mitek Systems (MITK). He joined Mitek in June 2012 and has led deposit solutions since January 2016; he is 60 years old and holds a B.B.A. in international business from St. Norbert College . His business area (Deposits) achieved 108% of its revenue target in FY2023 and 97% in FY2024, contributing to his annual incentive outcomes . Company multi‑year performance context: revenue was $119.8M (FY2021), $143.9M (FY2022), $172.6M (FY2023), and $172.1M (FY2024), with Pay‑vs‑Performance TSR showing a $100 investment valued at $145.21 in FY2021 and $68.05 in FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Obopay Corporation | Senior Vice President, Business Development | 2008–2012 | Global mobile payments BD leadership |
| IBM Corporation | Business Unit Executive | 2004–2008 | Led BU initiatives in enterprise software |
| Alphablox Corporation | VP, Business & Corporate Development | 2001–2004 | Drove company’s acquisition by IBM |
| S1 Corporation | SVP Business Development / GM (LatAm & Japan) | 1999–2001 | Expanded online financial services internationally |
| Edify Corporation | Director, Channel Sales | 1996–1999 | Built IVR/online financial services channel programs |
External Roles
No public company directorships or external board roles disclosed for Michael Diamond .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Base Salary ($) | $311,862 | $341,037 | $368,750 | $375,000 (effective Jan 1, 2025) |
| Change vs prior year | — | +$29,175 | +$27,713 | +$6,250; 0% change from FY2024 to FY2025 base schedule |
Performance Compensation
| Component | Plan Year | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | FY2021 | Company Revenue / Non‑GAAP Net Income | 80% / 20% | $115.5M / $32.6M | $119.8M / $34.2M | $173,316 |
| Annual Cash Incentive | FY2022 | Company Revenue / Non‑GAAP Operating Margin % | 80% / 20% | Not disclosed | Achieved; payout reported | $169,641 |
| Annual Cash Incentive | FY2023 | Identity / Deposits Revenue; Non‑GAAP Op Margin | 80% revenue; 20% margin | Not disclosed | Identity 94%, Deposits 108%, Margin below floor | $195,300 |
| Annual Cash Incentive | FY2024 | Business Area Revenue; Non‑GAAP Op Income | 70% revenue; 30% margin | Not disclosed | Identity 90%, Deposits 97%, Op Income 80% | $132,375 |
| Target Bonus % of Base | FY2024 | Percent of Salary | 50% | — | — | Policy level (50%) |
RSU/PSU structure (equity incentives):
- Typical mix: 50% time‑based RSUs (4‑year vest; 25% annually), 50% PSUs (3‑year vest tied to relative stock performance vs Russell 2000; over‑achievement historically +33%; for FY2025 awards to non‑CEO NEOs, over‑achievement increases to +100%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 283,302 shares (212,460 direct; 68,842 options exercisable within 60 days; up to 2,000 shares via ESPP within 60 days) |
| Shares Outstanding (as of 1/17/2025) | 45,231,214 |
| Ownership as % of Outstanding | ~0.63% (283,302 / 45,231,214) |
| Options | 2017 grant: 8,216 exercisable @ $8.60 (exp. 11/15/2027); 2018 grants: 60,626 exercisable @ $9.50 (exp. 11/06/2028) |
| Outstanding RSUs/PSUs (as of 9/30/2024) | RSUs: 3,696 (Nov 27, 2020), 10,325 (Nov 26, 2021), 18,329 (Nov 30, 2022), 35,243 (Dec 1, 2023); PSUs: 6,883 (Nov 26, 2021), 16,292 (Nov 30, 2022), 35,243 (Dec 1, 2023) |
| Ownership Policies | Company prohibits hedging, shorting, margin accounts and pledging of company stock by executives/directors |
Employment Terms
| Provision | Severance (No CoC) | Change-of-Control (Double Trigger) |
|---|---|---|
| Cash Severance | Lump‑sum equal to 100% of base salary | Lump‑sum equal to 100% of base salary |
| Health Benefits (COBRA) | 12 months continuation premiums | 12 months continuation premiums |
| Equity | As per award agreements (no acceleration) | 100% accelerated vesting of all outstanding equity awards upon qualifying termination within the CoC window |
| Good Reason / Cause | Defined (relocation, material pay/duty changes; cause includes willful misconduct, felony, etc.) | |
| Plan Date | Executive Severance and Change of Control Plan dated Aug 10, 2017 | |
| Clawback | Company-wide clawback policy adopted Oct 2, 2023 per Nasdaq Rule 10D‑1 |
Multi‑Year Compensation Mix (Pay-for-Performance View)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | $311,862 | $341,037 | $368,750 |
| Stock Awards ($) | $822,742 | $573,886 | $933,423 |
| Non‑Equity Incentive ($) | $169,641 | $195,300 | $132,375 |
| All Other Compensation ($) | $1,590 | $863 | $1,915 |
Company Performance Context
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| Revenue ($M) | $119.8 | $143.9 | $172.6 | $172.1 |
| Net Income ($M) | $7.9 | $3.0 | $8.0 | $3.3 |
| Operating Cash Flow ($M) | $37.3 | $26.4 | $31.6 | $31.7 |
| Pay vs Performance TSR (Value of $100) | $145.21 | $71.90 | $84.14 | $68.05 |
Compensation Structure Analysis
- Shift toward equity: RSU/PSU grants continued each year; FY2024 equity grant value ($933,423) exceeded FY2023 ($573,886), with PSUs tied to relative TSR vs Russell 2000 and FY2025 PSU over‑achievement potential increased from +33% to +100% (for non‑CEO awards), raising at‑risk performance sensitivity .
- Annual incentive changes: Mix moved from revenue/operating margin (FY2023: 80/20) to revenue/non‑GAAP operating income (FY2024: 70/30), with disclosed business area results directly driving payouts (Deposits 108% in FY2023; 97% in FY2024) .
- Governance responsiveness: Say‑on‑pay approvals at 62% (2023) and 64% (2024) led to FY2025 program changes (50/50 revenue/adj EBITDA in cash plan; higher performance weighting in CEO package) .
Risk Indicators & Red Flags
- Section 16 reporting timeliness: One late Form 4 filing noted for equity grants among executives during FY2024; Mr. Diamond had one late Form 4 in Nov/Dec 2023 related to annual equity grants (company-wide disclosure) .
- Company control environment: Ongoing remediation of material weaknesses in internal control over financial reporting disclosed, with timelines into FY2025/FY2026 (company level) .
Investment Implications
- Alignment and retention: Diamond’s severance plan is moderate (1x salary + 12 months COBRA; no single-trigger acceleration), while double-trigger CoC accelerates all equity—appropriate alignment with shareholder outcomes and balanced retention economics .
- Performance linkage: Annual cash payouts have tracked business area performance (Deposits: 108% in FY2023; 97% in FY2024), and PSUs are explicitly tied to relative TSR—supporting pay‑for‑performance .
- Insider selling pressure: Standard RSU annual vests across multiple outstanding grants (2020–2023) could create periodic liquidity events; PSUs vest on annual cycles contingent on performance. No pledging/hedging allowed under policy, mitigating misalignment risk .
- Succession/continuity: Long tenure in Deposit Solutions (since 2016) and multi‑year equity exposure suggest stable retention; severance terms are not overly generous, lowering entrenchment risk .