Rahul Gupta
MITEK SYSTEMSAbout Rahul Gupta
Independent director at Mitek Systems (MITK) since 2022; age 65; serves on the Audit and Compensation Committees. Education: BA in Commerce (Delhi University) and MBA (Magna Cum Laude) from Indiana University; holds a CPA certification from India. Background spans 35+ years in fintech/payments, including CEO of RevSpring and Group President roles at Fiserv; current public directorship at Corpay .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RevSpring | Chief Executive Officer | Jan 2017 – Mar 2019 | Led intelligent financial engagement and payment solutions growth |
| Fiserv | Group President, Billing & Payments | Nov 2014 – Dec 2016 | Senior leadership in payments |
| Fiserv | Group President, Digital Payments | Dec 2006 – Nov 2014 | Led digital payments strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Corpay (public) | Director | Current | Corporate payments; current public company board |
| Cardtronics plc (public) | Director | Former | Prior board role; network overlap with MITK CEO Edward West (Cardtronics CEO 2018–2021) |
| Amount (private) | Board member | Current | Fintech software |
| SavvyMoney (private) | Board member | Current | Fintech |
| Solutions by Text (private) | Board member | Current | Software |
| Capital Good Fund (non-profit) | Board member | Current | Social finance |
| Advent International; StoicLane; NYCA | Advisor | Current | PE/VC advisory |
| University of Southern California | Ambassador; Provost Associates member | Current | Academic engagement |
Board Governance
- Independence: Board determined Rahul Gupta is independent under Nasdaq rules; all committee members are independent .
- Committees: Audit Committee and Compensation Committee member; not chair .
- Attendance: Board met 13 times in FY2024; each director attended over 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Audit workload: Audit Committee held 17 meetings in FY2024 (committee chairs report each meeting); Gupta is a signatory to the Audit Committee report .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 17 | Oversight of internal controls and remediation program |
| Compensation | Member | 4 | Uses independent consultant F.W. Cook; shareholder engagement drove 2025 plan changes |
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Base Retainer (cash) | $50,000 | Standard non-employee director retainer; paid quarterly |
| FY2024 Cash Earned | $50,000 | Gupta total cash fees in FY2024 |
Performance Compensation
| Equity Component | Grant Value/Units | Vesting | Notes |
|---|---|---|---|
| FY2024 Stock Awards (RSUs) | $320,006 | RSUs vest in full upon the earlier of one year from grant or the next annual meeting, subject to continued service | |
| RSUs Outstanding (as of 9/30/2024) | 45,154 shares | Company policy as above | Reflects combined FY2023 ($150,000) and FY2024 ($170,000) retainers granted in FY2024 due to prior filing delays |
- Director equity is time-based RSUs; no performance metrics (e.g., TSR) are disclosed for director equity grants (PSU design applies to executives, not directors) .
Other Directorships & Interlocks
- Current public board: Corpay .
- Interlock: Prior director at Cardtronics; MITK CEO Edward H. West is former Cardtronics CEO (2018–2021), indicating a network overlap that may facilitate information flow; no related-party dealings disclosed .
Expertise & Qualifications
- Fintech/payments executive leadership (RevSpring CEO; Fiserv Group President) .
- Finance/Audit competence; MBA (Magna Cum Laude), CPA (India) .
- Board governance across public and private companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Basis Date | Notes |
|---|---|---|---|---|
| Rahul Gupta | 45,154 | <1% | Jan 17, 2025 | As reported in Stock Ownership Information table |
| RSUs Held (as of 9/30/2024) | 45,154 units | n/a | Sep 30, 2024 | Outstanding RSUs count |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual base retainer; 5-year compliance window; directors with ≥5 years of service were in compliance as of FY2024 (Gupta joined in 2022; still within window) .
- Hedging/pledging: Prohibited for directors under insider trading policy .
Insider Trades
| Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| Mar 7, 2025 | Open-market purchase | 18,744 | $9.07 | $170,008.08 | |
| Mar 6, 2025 | Form 4 filed (MITK) | — | — | — |
- Note: Gupta’s Form 4 was filed March 6, 2025 reflecting the March 7, 2025 purchase; multiple independent directors executed similar purchases, signaling alignment .
Shareholder Voting Signals (2025 Annual Meeting)
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Rahul Gupta | 24,785,093 | 1,603,922 | 10,617,540 |
- Advisory say-on-pay result (2024 meeting): ~64% support; Compensation Committee engaged top holders and adjusted 2025 plan (shift to 50/50 revenue/Adjusted EBITDA; heavier at-risk CEO pay; PSU tweaks) .
Related-Party Transactions
- None: No transactions >$120,000 involving directors or immediate family since Oct 1, 2023; Audit Committee approves any related-party transactions per policy .
Governance Assessment
-
Strengths: Independent director with deep fintech and audit-relevant experience; active on Audit and Compensation Committees; tangible alignment via open-market purchase in March 2025; robust director stock ownership guidelines; hedging/pledging prohibited .
-
Watch items:
- Internal control remediation ongoing: Five material weaknesses persisted into FY2025, including revenue recognition; Audit Committee met 17 times and oversees remediation; sustained oversight burden and potential reporting risk until remediation is complete (targeted for FY2025/2026) .
- Shareholder sensitivity on pay: 64% say-on-pay support suggests investors expect tight pay-for-performance; Gupta’s role on the Compensation Committee puts emphasis on continued shareholder engagement and discipline .
- Network interlock: Prior Cardtronics association overlaps with MITK CEO’s past; not a disclosed related-party issue, but warrants continued independence vigilance .
-
2024–2025 Board engagement: Outreach to top holders (30% in FY2024; 55% ahead of FY2025 pay decisions), including meetings with Compensation Chair; changes implemented in response to feedback .
RED FLAGS
- Ongoing material weaknesses (not yet fully remediated), especially revenue recognition; elevates financial reporting risk under Audit Committee oversight .
- Lower say-on-pay support (64%) vs. typical >90% peers; compensatory changes implemented, but continued monitoring advisable .
Appendix: Director Compensation Program (context)
- Cash: Base retainer $50,000; Chair fees—Board $65,000; LID $15,000; Audit Chair $12,500; Compensation Chair $7,500; Nominating Chair $5,000 .
- Equity: Annual RSU grant valued at $170,000; initial prorated RSU grant $170,000; FY2024 stock awards for directors included catch-up for FY2023 ($150,000) due to filing delays .