Aaron Graeme Seyler, Chief Revenue Officer of Mitek Systems Inc, filed a Form 4 on August 19, 2026, disclosing the grant of restricted stock units and performance restricted stock units on August 17, 2026, as inducement awards tied to his acceptance of employment with the company.

Key Highlights

  • RSU Grant: Seyler received 67,459 restricted stock units on August 17, 2026, at a price of $0, as an inducement award outside of the company's Second Amended and Restated 2020 Incentive Plan.
  • Performance RSU Grant: Seyler also received 67,459 target performance restricted stock units (Performance RSUs) on August 17, 2026, at a price of $0, also as an inducement award outside of the 2020 Plan.
  • RSU Vesting Schedule: The restricted stock units vest over four years, with 25% vesting on the first anniversary of the grant date and an additional 25% on each subsequent anniversary.
  • Performance RSU Conditions: The Performance RSUs vest based on the achievement of certain performance criteria over a three-year performance period, with the final payout ranging from 50% to 200% of the target amount depending on attainment relative to the Russell 2000 Index.
  • Payout Range: Attainment between 75% and 125% compared to the Russell 2000 Index results in a payout of 50% to 200%; attainment below 75% results in a 0% payout.
  • Inducement Basis: Both awards were granted in accordance with NASDAQ Listing Rule 5635(c)(4) as a material inducement to the reporting person's acceptance of employment with the issuer.

Mitek Systems Grants Inducement RSUs and Performance RSUs to New Chief Revenue Officer

According to the filing, Aaron Graeme Seyler, serving as Chief Revenue Officer of Mitek Systems Inc (NASDAQ:MITK), received two separate equity grants on August 17, 2026. Both awards were made outside of the company's Second Amended and Restated 2020 Incentive Plan and were described in the filing as "a material inducement to the reporting person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4)." Seyler directly owns 67,459 shares of common stock following the RSU grant, and holds 67,459 derivative securities following the Performance RSU grant, both reported as direct ownership.

The time-based restricted stock units vest over four years from the date of grant, with 25% of the shares vesting on the first anniversary of the grant date and an additional 25% on each of the three subsequent anniversaries, according to the filing. The Performance RSUs are subject to a three-year performance period, with the performance criterion defined as the percentage increase in value of the issuer's common stock compared to the percentage increase in value of the Russell 2000 Index over that period.

The filing further specifies the measurement methodology: a hypothetical investment of $100 will be made in both the issuer's common stock and the Russell 2000 Index, using average closing prices for the 40 trading days immediately preceding the start of the performance period as the purchase price, and average closing prices for the 40 trading days immediately preceding the end of the performance period as the sale price. The percentage change is then compared against the Russell 2000 Index to determine attainment and the corresponding payout percentage.

What Was Disclosed

Mitek Systems Chief Revenue Officer Aaron Graeme Seyler disclosed the receipt of 67,459 restricted stock units and 67,459 target performance restricted stock units on August 17, 2026, both granted as inducement awards outside of the company's 2020 Plan, with vesting tied to time- and performance-based conditions respectively.