MITEK SYSTEMS INC 8-K

What Happened
Mitek Systems, Inc. (MITK) announced on February 20, 2026 that its Board of Directors adopted an Annual Incentive Plan (the "Bonus Plan"), based on the Compensation Committee's recommendation. The plan makes certain full‑time permanent employees, including the executive team, eligible for annual cash bonuses tied to corporate and individual performance goals. Bonus targets and formulas will be set by the Board for each performance period, with performance measured after the annual audit (or at another Board‑determined time). The 8‑K was signed by Jason Gray, Chief Legal Officer, and includes the Bonus Plan as Exhibit 10.1.

Key Details

• Adoption date: February 20, 2026 (8‑K filed the same day).
• Corporate metrics: revenue and adjusted EBITDA (Adjusted EBITDA) are the financial measures used.
• Payout weightings: director-level and above — 50% revenue / 50% Adjusted EBITDA; other participants — 40% revenue / 40% Adjusted EBITDA / 20% individual objectives.
• Eligibility & payment rules: participants must generally be employed at the end of the performance period to receive a bonus (subject to written agreements); Board may prorate bonuses for partial periods; payments made after performance is measured.

Why It Matters
This plan ties employee and executive cash compensation directly to revenue and adjusted EBITDA, aligning incentives with the company’s top-line growth and profitability targets. For investors, that can signal stronger alignment between management pay and financial performance and may support retention of key staff. Any actual cash bonus expense will depend on whether the Board-set performance goals are met and could affect future operating cash outflows if targets are achieved.