Scott Carter
MITEK SYSTEMSAbout Scott Carter
Scott Carter is Mitek’s independent Chair of the Board, age 55, and has served as a director since March 2022. He previously served as Executive Chair (Jan 24, 2023–Dec 1, 2023), Chair (Dec 2023–May 2024), and Interim Chief Executive Officer (Jun 1, 2024–Oct 1, 2024). He holds a BA and MBA from the University of Delaware, completed executive programs at Kellogg (Northwestern), and has NACD Directorship Certification .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitek Systems | Interim CEO; Executive Chair; Chair; Director | Interim CEO: Jun 1, 2024–Oct 1, 2024; Executive Chair: Jan 24, 2023–Dec 1, 2023; Chair: Dec 2023–May 2024; Director since Mar 2022 | Led transition to new CEO; provided strategic and operational oversight |
| ID Analytics (LexisNexis) | CEO; COO | Sep 2014–Jul 2018 | Credited with growth acceleration, margin improvement, market share expansion |
| Brain Corp | COO & Advisor | May 2019–Dec 2020 | AI and robotics strategy execution |
| Experian | SVP & GM, Fraud & Identity Solutions and Analytics Solutions (global) | Jan 2005–Jun 2013 | Led global fraud/identity analytics businesses |
| Mitek Systems | Executive Officer | Jul 2013–Sep 2014 | Prior executive experience at MITK |
| Financial services firms | Leadership roles (First Union/Wells Fargo; Associates First Capital/Citi; American Express) | Various | Industry-side operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guardinex, Inc. | Director | Current | Private company board service |
| Vital4 | Director | Prior | Private company board service |
| LendingUSA | Director | Prior | Private company board service |
| Ubiq Security | Board Chair | Prior | Private company board leadership |
| PE/Venture advisory | Advisor to various PE firms on SaaS/FinTech/data/AI | Ongoing | Deal diligence and strategic input |
Board Governance
- Independence: The Board determined Carter is independent under Nasdaq Rule 5605(a)(2) despite interim executive roles that each lasted less than one year; determination made after review with outside counsel and Nasdaq staff .
- Leadership: Board currently separates Chair (Carter) and CEO roles (West). During 2024, Carter temporarily combined Executive Chair and Interim CEO; a Lead Independent Director was appointed during that period to enhance oversight .
- Meetings and 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 .
- Committees: Carter is not currently on standing committees; he serves as Chair of the Board. Audit (Chair: Susan Repo), Compensation (Chair: Kimberly Stevenson), and Nominating (Chair: Donna Wells) are fully independent .
- Executive sessions: Independent directors meet in executive session periodically .
- Risk oversight: Board and Committees oversee ERM, with Audit Committee active (17 meetings in FY2024) in control remediation oversight .
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Annual base retainer (Director) | Cash, paid quarterly | $50,000 |
| Chair of the Board retainer | Additional annual cash | $65,000 |
| FY2024 cash fees earned (Carter) | Prorated due to role transitions | $57,709 |
| Committee chair fees | Audit $12,500; Compensation $7,500; Nominating $5,000 | Program terms; not applicable to Carter in FY2024 |
Notes:
- Directors are reimbursed for reasonable expenses .
- Non-employee directors receive initial and annual RSU grants with a grant-date fair value of $170,000, vesting by next annual meeting or one year; Director Deferral Plan available for share deferral .
Performance Compensation
| Award Type | Grant specifics (FY2024) | Vesting / Performance Metrics |
|---|---|---|
| RSUs (Carter) | 40,355 RSUs (granted in connection with Interim CEO role) | One-year vesting due to interim CEO service; subject to continued service |
| PSUs (Carter) | 40,355 PSUs (granted in connection with Interim CEO role) | One-year vesting subject to achieving performance targets |
| PSU program (general executive design) | Relative TSR vs Russell 2000 for each annual performance period | Vest annually over three years if TSR meets/exceeds Russell 2000; historical PSU overachievement allowed limited additional vesting (pre-2025), eliminated in 2025 redesign |
Program context:
- FY2024 annual cash incentive metrics (revenue and non-GAAP operating margin) applied to NEOs; Carter was not eligible under that plan due to his interim CEO compensation structure .
- FY2025 incentive metrics updated to 50/50 revenue and adjusted EBITDA mix; broader changes responsive to shareholder feedback (see Say-on-Pay) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Carter |
| Private company boards | Guardinex (current); Vital4, LendingUSA, Ubiq Security (prior; Ubiq Chair) |
| Potential interlocks/conflicts | No related-party transactions >$120,000 disclosed since Oct 1, 2023 involving directors or immediate families |
Expertise & Qualifications
- Strategic planning; executive leadership; industry experience in enterprise software/identity/fraud; HCM/compensation; technology; product/marketing/sales; international experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Detail |
|---|---|---|---|
| Scott Carter | 110,630 | <1% | Directly held as of Jan 17, 2025 |
| RSUs held (director holdings disclosure) | 151,946 | n/a | RSUs outstanding as of Sep 30, 2024 (director holdings) |
Ownership alignment policies:
- Director stock ownership guideline: each non-employee director must hold Company equity equal to 5x annual base retainer; 5-year compliance window; directors with 5+ years of service were in compliance as of FY2024 end .
- Hedging/pledging: Directors and executives are prohibited from hedging (short sales, derivatives, forwards) and from holding Company securities in margin accounts or pledging as collateral .
Section 16 compliance:
- One late Form 4 filing for Carter in June 2024 related to stock incentives granted upon his installment as interim CEO; other late filings in 2023/2024 involved different insiders; otherwise no additional late filings reported .
Governance Assessment
- Independence and role transitions: The Board’s formal independence determination for Carter, despite short-term executive roles, mitigates conflict concerns and aligns with Nasdaq standards; appointing a Lead Independent Director during the interim CEO period added checks on combined roles .
- Board effectiveness: Robust committee activity (Audit 17 meetings; Compensation 4; Nominating 6) and >75% attendance demonstrate engagement; Audit Committee oversaw control remediation efforts and reported progress, which supports investor confidence in financial reporting oversight .
- Compensation alignment: Director cash/equity framework is market-based with F.W. Cook as independent consultant; executive incentive metrics were refined in 2025 (shift to 50/50 revenue/adjusted EBITDA; higher at-risk weighting for CEO) in response to shareholder feedback and a 64% say-on-pay approval in 2024 .
- Ownership and policies: Carter’s direct ownership is <1% with substantial RSUs outstanding; stringent anti-hedging/pledging policies and stock ownership guidelines support alignment, with compliance required within five years of board service .
- Related-party/Conflicts: No related-party transactions involving directors since Oct 1, 2023; no disclosed public-company interlocks for Carter. Independence review and lack of related-party exposure reduce conflict risk .
- RED FLAGS: A late Form 4 in 2024 for Carter is a minor process lapse; broader company internal control material weaknesses persisted into FY2024 (under Audit Committee remediation) and are not specific to Carter but influence overall governance risk monitoring .