DEF 14A 1 awre-def14a-4-2025_-_no_.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


Filed by the Registrant	☒

Filed by a Party other than the Registrant	☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 14a-12

AWARE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required b item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0.11

* * * * *

April 25, 2025

Dear Fellow Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Aware, Inc. ("Aware") to be held at Aware’s corporate office, located at 76 Blanchard Road in Burlington, Massachusetts 01803 on Friday, June 11, 2025 at 10:00 a.m. local time. The attached notice and proxy statement describe the formal business to be transacted at the meeting.

We are furnishing proxy materials to our shareholders over the Internet. You may read, print and download our 2024 Annual Report to Stockholders and our Proxy Statement at www.proxydocs.com/AWRE. On April 25, 2025, we mailed our stockholders a notice containing instructions on how to access these materials and how to vote their shares. The notice provides instructions on how you can request a paper copy of these materials by mail, by telephone or by email. If you requested your materials via email, the email contains voting instructions and links to the materials on the Internet.

You may vote your shares by proxy or in person at the Annual Meeting. The Annual Meeting is being held so that stockholders may consider:

•

the re-election of Brent P. Johnstone and John S. Stafford, III as Class II directors,

•

an advisory resolution with respect to the compensation of Aware's named executive officers, as described in this Proxy Statement,

•

the ratification of the appointment of RSM US LLP as Aware’s independent registered public accounting firm for the year ending December 31, 2025.

The board of directors of Aware has determined that the matters to be considered at the Annual Meeting are in the best interests of Aware and its stockholders. For the reasons set forth in the Proxy Statement, the board of directors unanimously recommends a vote “FOR” the re-election of Messrs. Johnstone and Stafford, "FOR" the approval on an advisory basis of the executive compensation descried in this Proxy Statement, and "FOR" the ratification of RSM US LLP as Aware's independent registered public accounting firm for the year ending December 31, 2025.

On behalf of the board of directors and the officers and employees of Aware, I would like to take this opportunity to thank our stockholders for their continued support of Aware. We look forward to seeing you at the meeting.


	Sincerely,

	/s/ Ajay K. Amlani
	Ajay K. Amlani Chief Executive Officer and President

Aware, Inc.

Notice of Annual Meeting of Stockholders

to be held on June 11, 2025

Aware, Inc. hereby gives notice that it will hold its annual meeting of stockholders at the offices of Aware, Inc., 76 Blanchard Road, Burlington, Massachusetts on Wednesday, June 11, 2025, beginning at 10:00 a.m., local time, for the following purposes:

To consider and vote upon the re-election of Brent P. Johnstone and John S. Stafford, III as our Class II directors;

To conduct an advisory vote to approve the compensation of our named executive officers;

To ratify the appointment by our audit committee of RSM US LLP as our independent registered public accounting firm for our fiscal year ended December 31, 2025; and

To transact such other business as may properly come before the annual meeting or any adjournment thereof.

The board of directors has fixed the close of business on April 15, 2025 as the record date for the determination of the stockholders of Aware entitled to receive notice of the annual meeting and to vote at the meeting. Only stockholders of record on that date are entitled to receive notice of the annual meeting and to vote at the meeting or any adjournment thereof.

By order of the board of directors,

AJAY K. AMLANI

Chief Executive Officer and President

April 25, 2025

Burlington, Massachusetts

YOUR VOTE IS IMPORTANT

Please sign and return the enclosed proxy or vote your proxy over the Internet or by telephone,

whether or not you plan to attend the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 11, 2025. The Proxy Statement and our 2024 Annual Report to Stockholders are available on the following web site: www.proxydocs.com/AWRE.

This website does not use “cookies” to track or identify visitors.

Aware, Inc.

76 Blanchard Road

Burlington, Massachusetts 01803

(781) 687-0300

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

to be held on June 11, 2025

This proxy statement relates to the 2025 annual meeting of stockholders of Aware, Inc. (“Aware”). The annual meeting will take place as follows:

Date: June 11, 2025

Time: 10:00 a.m.

Place: Aware, Inc.

76 Blanchard Road

Burlington, Massachusetts 01803

Our board of directors is soliciting proxies for the annual meeting and adjournments of the annual meeting. If a stockholder returns a properly executed proxy or votes his or her proxy over the Internet or by telephone, the shares represented by the proxy will be voted in accordance with the stockholder’s directions. If a stockholder does not specify a vote on any proposal, the shares covered by his or her proxy will be voted on that proposal as management recommends. We encourage stockholders to vote on all proposals. A stockholder may revoke his, her or its proxy at any time before it has been exercised.

A Notice of Internet Availability of Proxy Materials is being mailed and the Proxy Statement, Annual Report and the form of proxy are fist being sent or made available to stockholders on or about April 25, 2025.

PROXY STATEMENT

table of contents


Annual Meeting of Stockholders	2

Purpose of the annual meeting	2
Record date	2
Shares Held by Brokers or Nominees	3
Quorum	4
Vote required; tabulation of votes	4
Revocation of proxies	4
Solicitation of proxies	5

Matters To Be Considered At The Annual Meeting	6

Proposal One—Re-Election of Class II Directors	6

Proposal Two—Advisory Vote on Executive Compensation	6

Proposal Three— Ratification of the Selection of our Independent Registered Public Accounting Firm	7

Corporate Governance	8

Directors and Executive Officers	9
Directors and executive officers	9
Board leadership structure and role in risk oversight	13
Certain relationships and related transactions	13
Committees and meetings of the board	14
Policy regarding board attendance	15
Communications with our board of directors	15
Code of ethics	16
Compensation committee interlocks and insider participation	16

Compensation of Executive Officers and Directors	17

DIRECTOR COMPENSATION	26

Report of the Audit Committee	28

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
Principal stockholders	29
Equity compensation plan information	30

Delinquent Section 16(a) Reports	32

Independent Registered Public Accounting Firm	33
Fees for professional services	33
Attendance at annual meeting	33
Pre-approval policies and procedures	33

Stockholder Proposals	34

Available Information	34

Annual Meeting of Stockholders

Purpose of the annual meeting

At the annual meeting, we will submit three proposals to our stockholders:

Proposal One: To re-elect Brent P. Johnstone and John S. Stafford, III as our Class II directors for three-year terms; and

Proposal Two: An advisory vote to approve the compensation of our named executive officers;

Proposal Three: Ratification of the appointment by our audit committee of RSM US LLP as our independent registered public accounting firm for our fiscal year ended December 31, 2025.

We do not intend to submit any other proposals to the stockholders at the annual meeting. Our board of directors was not aware, a reasonable time before mailing this proxy statement to stockholders, of any other business that may be properly presented for action at the annual meeting. If any other business properly comes before the annual meeting, the persons present will have discretionary authority to vote the shares they own or represent by proxy in accordance with their judgment, to the extent authorized by applicable regulations.

Record date

Our board of directors has fixed the close of business on April 15, 2025 as the record date for the annual meeting. Only stockholders of record at the close of business on that date are entitled to receive notice of the meeting and to vote at the meeting or any adjournment of the meeting. At the close of business on the record date, there were issued and outstanding 21,097,074 shares of our common stock, each of which is entitled to cast one vote. A list of stockholders entitled to notice of the 2025 annual meeting is available for inspection by any stockholder at our principal office at 76 Blanchard Road, Burlington, MA.

Methods of voting

The shares represented by your properly signed proxy card will be voted in accordance with your directions. If you do not specify a choice with respect to a proposal for which our board of directors has made a recommendation, the shares covered by your signed proxy card will be voted as recommended in this proxy statement. We encourage you to vote on all matters to be considered.

Voting by mail:

By signing and returning the proxy card in the enclosed envelope, you are enabling the individuals named on the proxy card (known as “proxies”) to vote your shares at the meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the meeting. In this way, your shares will be voted even if you are unable to attend the meeting. If you received more than one proxy card, it is an indication that your shares are held

in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted.

Voting by telephone:

To vote by telephone, please follow the instructions included on your proxy card or notice. If you vote by telephone, you do not need to complete and mail your proxy card.

Voting on the Internet:

To vote on the Internet, please follow the instructions included on your proxy card or notice. If you vote on the Internet, you do not need to complete and mail your proxy card.

Voting in person at the meeting:

If you plan to attend the meeting and vote in person, we will provide you with a ballot at the meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the meeting. If your shares are held in the name of your broker or other nominee, also known as "street name," you will need to bring with you to the meeting a legal proxy from your broker or other nominee authorizing you to vote your shares.

Shares Held by Brokers or Nominees

If the shares you own are held in “street name” by a brokerage firm, your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares, you will need to follow the directions your brokerage firm provides you. Many brokers also offer the option of providing voting instructions to them over the Internet or by telephone, directions for which would be provided by your brokerage firm on your vote instruction form.

"Broker non-votes" are shares that are held in street name by a bank or brokerage firm that indicates on its proxy that, while voting in its discretion on one matter, it does not have or did not exercise discretionary authority to vote on another matter. Under stock exchange rules applicable to most brokerage firms, if you do not give instructions to your broker, your broker will be permitted to vote any shares it holds for your account in its discretion with respect to “routine” proposals, but will not be allowed to vote your shares with respect to “non-routine” proposals. Proposal 1, regarding the re-election of Brent P. Johnstone and John S. Stafford as our Class II directors, and Proposal 2, regarding the approval, on an advisory basis of the compensation of our named executive officers, are “non-routine” proposals. If you do not instruct your broker how to vote with respect to these proposals, your broker will not vote your shares on them and your shares will be recorded as “broker non-votes” that will not affect the outcome of the vote on those proposals

Proposal 3, regarding the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, is considered to be a routine item under the applicable rules and your broker will be able to vote on

this item even if it does not receive instructions from you, so long as your broker holds your shares in its name.

If a broker or nominee holds shares of common stock in “street name” for your account, then this proxy statement may have been forwarded to you with a voting instruction card, which allows you to instruct the broker or nominee how to vote your shares on the proposals described herein. To vote by proxy or instruct your broker how to vote, you should follow the directions provided with the voting instruction card. In order to have your vote counted on Proposal 1 and, Proposal 2, you must either provide timely voting instructions to your broker or obtain a properly executed proxy from the broker or other record holder of the shares that authorizes you to act on behalf of the record holder with respect to the shares held for your account.

Quorum

Our by-laws provide that a quorum at the annual meeting will be a majority in interest of all stock issued, outstanding and entitled to vote at the meeting. We will treat shares of common stock represented by a properly signed and returned proxy or a proxy properly delivered over the Internet or by telephone as present at the meeting for purposes of determining the existence of a quorum at the meeting. We will count votes withheld from any nominee for election as director, abstentions and broker “non-votes” as present or represented for purposes of determining the existence of a quorum at the meeting.

Vote required; tabulation of votes

A plurality of the votes properly cast at the annual meeting will be necessary to re-elect each of the two Class II directors to a three-year term. A majority of the votes properly cast at the annual meeting will be necessary to approve, on an advisory basis, the compensation paid to our named executive officers, and to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Abstentions will not count as votes cast for or withheld from either nominee for re-election as a Class II director and accordingly will not affect the outcome of the vote on Proposal 1. Abstentions will also have no effect on the outcome of Proposal 2 or Proposal 3. Broker non-votes will have no effect on the outcome of the vote on any proposal.

An automated system administrated by Mediant, Inc. will tabulate the votes at the annual meeting. Mediant, Inc. will tabulate separately the vote on each matter submitted to stockholders.

Revocation of proxies

A stockholder who has executed a proxy card may revoke the proxy at any time before it is exercised at the annual meeting using any one of three ways:

•

by giving written notice of revocation to the Secretary of Aware at the following address:

Aware, Inc.
76 Blanchard Road

Burlington, Massachusetts 01803
Attention: Secretary

•

by signing and returning another proxy card with a later date; or

•

by attending the annual meeting and informing the Secretary of Aware in writing that he or she wishes to vote in person.

Mere attendance at the annual meeting will not in and of itself revoke the proxy. Accordingly, stockholders who have delivered proxy card in advance of the annual meeting and wish to change their votes must utilize one of the above methods before or at the annual meeting.

Solicitation of proxies

We will bear all costs incurred in connection with the solicitation of proxies for the annual meeting. We will reimburse brokers, banks, fiduciaries, nominees and others for the out-of-pocket expenses and other reasonable clerical expenses they incur in forwarding proxy materials to beneficial owners of common stock held in their names. In addition to this solicitation by mail, our directors, officers and employees may solicit proxies, without additional remuneration, by telephone, facsimile, electronic mail, telegraph and in person. We expect that the expenses of any special solicitation will be nominal. At present, we do not expect to pay any compensation to any other person or firm for the solicitation of proxies.

Internet access to proxy materials

The notice of annual meeting, this proxy statement and our 2024 Annual Report to Stockholders are available on the Internet at www.proxydocs.com/AWRE.

Directions to annual meeting

If you are planning to attend our 2025 annual meeting of stockholders, below are directions to Aware, Inc., 76 Blanchard Road, Burlington, Massachusetts:

From Boston
Take I-93 North to Exit 28B toward Woburn (I-95/Route 128 South). Take exit 51A toward US3 S/Winchester and merge onto Cambridge Street. Turn right onto Wayside Road and then turn left onto S Bedford Street. Turn right onto Blanchard Road and Aware, Inc. is on the right.

From Manchester
Take I-93 South to exit 28B toward I-95 S/Waltham and merge onto I-95 S. Take exit 51A toward US3 S/Winchester and then merge onto Cambridge Street. Turn right onto Wayside Road and then turn left onto S Bedford Street. Turn right onto Blanchard Road and Aware, Inc. is on the right.

From Worcester
Take I-90 E/Massachusetts Turnpike and take exit 123 to merge onto I-95 N toward Portsmouth. Take exit 50-A/B for US-3 toward Middlesex Turnpike/Burlington/Lowell. Keep right to continue onto Exit 50B and follow signs for Middlesex Turnpike/Burlington. Turn left onto

Middlesex Turnpike and then turn left onto Wheeler Road. Continue onto Blanchard Road and Aware, Inc. is on the left.

Matters To Be Considered At The Annual Meeting

Proposal One—Re-Election of Class II Directors

Our board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated for re-election as Class II directors Brent P. Johnstone and John S. Stafford, each of whom is currently a Class II director of Aware. The Class II directors elected at the annual meeting will hold office until the annual meeting of stockholders in 2028 and until their successors are duly elected and qualified.

Each nominee has agreed to serve if elected, and we have no reason to believe that a nominee will be unable to serve. If a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for another nominee that our board’s nominating and corporate governance committee will designate at that time. Proxies cannot be voted more than once for a nominee.

Our board of directors recommends that you vote FOR the re-election of Brent P. Johnstone and John S. Stafford, III as Class II directors of Aware.

Proposal Two—Advisory Vote on Executive Compensation

We are asking our stockholders to provide advisory approval of the compensation of our named executive officers, as we have described it in the “Executive Compensation” section of this proxy statement, beginning on page 18. While this vote is advisory and not binding, it will provide information to our board of directors and compensation committee regarding investor sentiment about our executive compensation philosophy, policies and practices, which the committee will be able to consider when determining executive compensation for the remainder of fiscal 2025 and beyond.

At our 2023 annual meeting of stockholders, our stockholders voted to approve, on an advisory basis, every year as the preferred frequency of our holding advisory stockholder votes to approve the compensation paid to our named executive officers. After considering the vote of our stockholders, our board of directors has continued to hold advisory stockholder votes to approve the compensation paid to our named executive officers every year. The board believes that it is a good corporate governance practice and is in the best interests of our stockholders to give our stockholders the right to cast an advisory vote every year on their approval of the compensation arrangements of our named executive officers, allowing them to provide us on an annual basis with their input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement.

Your vote is requested. We believe that the information we have provided above and within the Executive Compensation section of this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value

creation. Accordingly, our board of directors recommends that stockholders approve the executive compensation program by approving the following advisory resolution:

RESOLVED, that the stockholders of Aware, Inc. approve, on an advisory basis, the compensation of the individuals identified in the Summary Compensation Table, as disclosed in the Aware, Inc. 2025 proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the compensation tables and the accompanying footnotes and narratives within the Executive Compensation section of this proxy statement).

Our board of directors recommends that you vote “FOR” the Advisory Vote approving our Named Executive Officer Compensation.

PROPOSAL ThREE - Ratification of the Selection of our Independent Registered Public Accounting Firm

The audit committee of our board of directors has selected RSM US LLP, independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2025. RSM US LLP audited our financial statements for the fiscal year ended December 31, 2024. Although stockholder approval of the selection of RSM US LLP is not required by law, our board of directors believes that it is advisable to give stockholders the opportunity to ratify this selection. We expect that representatives of RSM US LLP will be present at the Annual Meeting, with the opportunity to make a statement if they so desire and will be available to respond to appropriate questions from stockholders.

Our board of directors recommends that you vote “FOR” the ratification of the selection of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Corporate Governance

In designing our corporate governance structure, we seek to identify and implement the best practices that will serve the interests of our business and stockholders, including practices mandated by the Sarbanes-Oxley Act of 2002 and related rules of the Securities and Exchange Commission and the Nasdaq Stock Market. You can find our current corporate governance principles, including our code of ethics and the charters for the standing committees of our board of directors, on our website at www.aware.com. The code of ethics applies to not only our principal executive officer, principal financial officer and principal accounting officer, but also all of our other employees, executive officers and directors. The code of ethics includes, among other things, provisions covering compliance with laws and regulations, conflicts of interest, insider trading, proper use of our assets, confidentiality, discrimination and harassment, accounting and record keeping, the reporting of illegal or unethical behavior, enforcement of the code of ethics and discipline for violations of the code of ethics. We have also adopted a policy that forbids our officers, directors and employees to engage in short-term or other speculative trading, such as short sales, option sales or purchases, or other derivatives trading or hedging transactions in our securities. We intend to continue to modify our policies and practices to address ongoing developments in the area of corporate governance. Many features of our corporate governance principles are discussed in other sections of this proxy statement. Some of the highlights of our corporate governance principles are:

•

Director and committee independence. A majority of our directors are independent directors under the rules of the Nasdaq Stock Market. The board of directors has determined that our independent directors are Brian D. Connolly, Gary Evee, Peter R. Faubert, Brent P. Johnstone, and John S. Stafford, III. Each member of the audit committee, nominating and corporate governance committee, and compensation committee meets the independence requirements of the Nasdaq Stock Market for membership on the committees on which he serves.

•

Audit committee. Our audit committee is directly responsible for appointing, compensating, overseeing, and, when necessary, terminating the engagement of independent auditors. Our independent auditors report directly to the audit committee. The board of directors has determined that Mr. Faubert is an audit committee financial expert under the rules of the Securities and Exchange Commission. Prior approval from the audit committee is required for all audit services and non-audit services to be provided by our independent auditors.

•

Committee authority. Our audit committee, nominating and corporate governance committee, and compensation committee each have the authority to retain independent advisors and consultants, with all fees and expenses to be paid by us.

•

Whistleblower procedures. Our audit committee has adopted procedures for the treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential and anonymous submission by our directors, officers and employees of concerns regarding questionable accounting, internal accounting controls or auditing matters.

Directors and Executive Officers

Directors and executive officers

The following table provides information regarding Aware’s directors and executive officers as of April 15, 2025:


Name	Age	Position
Ajay K. Amlani	51	Chief executive officer, president and director
Gary Evee (4)	53	Chairman and Director
Brian D. Connolly (2)(3)(4)	55	Director
Peter R. Faubert (2) (4)	54	Director
Brent P. Johnstone (1)(2)(3)(4)	54	Director
Brian Krause	47	Chief revenue officer
Mohamed Lazzouni	65	Chief technology officer
John S. Stafford, III (1)(3) (4)	55	Director
David K. Traverse	51	Chief financial officer

(1)

Member of the executive committee

(2)

Member of the audit committee

(3)

Member of the compensation committee

(4)

Member of the nominating and corporate governance committee

In October 2024, the Board of Directors initiated a leadership transition process as part of its ongoing strategic planning. Robert Eckel, our then-Chief Executive Officer, stepped down from the role effective December 31, 2024. During the interim period, David Traverse, our Chief Financial Officer, served as Interim CEO while the Board conducted an executive search. Following the conclusion of this process, the Board appointed Ajay Amlani as President and Chief Executive Officer, effective February 3, 2025.

Gary Evee has been a director of Aware since February 2021 and has served as chairman since April 2025. Since January 2018, Mr. Evee has served as chief executive officer of Evee Consulting Group, a technology and digital transformation advisory services partner that assists clients in reducing risk by taking control of their security and accelerating business growth through digital transformation. From June 2015 to January 2017 he was Director of Worldwide Mobile Security and Director, IBM Security Worldwide Customer Success and Sales Operations from September 1995 to January 2017. He has over 25 years of information technology experience. Over his 22-year career at IBM, Mr. Evee established a proven leadership track record of managing and scaling, new enterprises globally. He has been a technology and cybersecurity advisor to a number of institutions of higher learning and was responsible for holding the first Cybersecurity and Technology Diversity Conference in the Commonwealth of Massachusetts. He holds a B.A. in Political Science from Hampton University and is a current member of the board of trustees for a number of organizations including Dedham Savings Bank and Mass Insight. Our board benefits from Mr. Evee’s deep experience in the cybersecurity field.

Brent P. Johnstone has been a director of Aware since May 2012 and served as chairman from March 2019 to March 2025. Since January 2025, Mr. Johnstone has served as Managing Director at All American Commerce, a company supporting all facets of e-commerce offerings. He also serves as managing partner at Bram Capital Partners, a private investment firm which he co-founded in 2022. Additionally, he continues as managing director for Quarry Capital Management LLC, a private investment firm which he co-founded in 2005 and Manager of BPS Distribution Growth Holdings, a firm founded in 2019 to invest in companies that offer analytics software, services, and training. Mr. Johnstone also is an advisor to ActVantage, L.P., an analytics software and advisory firm which he co-founded in 2019. Mr. Johnstone served as CEO of Royal Pet Supplies, a portfolio company of Quarry Capital Management, from June 2010 to June 2012. Mr. Johnstone has also served as a board member of Royal Pet Supplies, Inc. since March 2009. Prior to Quarry Capital Management LLC, Mr. Johnstone served as a vice president in the investment management division at Thomson Financial from 2003 to 2005. From 2002 to 2003, Mr. Johnstone served as general manager of TheMarketsPro at TheMarkets.com. Prior to TheMarkets.com, Mr. Johnstone co-founded and launched BulldogResearch.com, a financial website. Prior to co-founding BulldogResearch.com, Mr. Johnstone worked in private client services at Lehman Brothers from 1998 to 1999 and worked as a strategic marketing associate at SystemSoft Corporation from 1995 to 1996. Prior to SystemSoft, Mr. Johnstone worked in investment banking in Morgan Stanley’s real estate and technology corporate finance teams from 1993 to 1995. Mr. Johnstone received a B.A. from Harvard College and an M.B.A. from the Harvard Business School. Our board benefits from Mr. Johnstone’s over 25 years’ experience in the investment and financial services industries and his expertise in finance.

Brian D. Connolly has served as a director of Aware since January 2012. Mr. Connolly is currently a portfolio manager for Millstreet Capital Management LLC, an investment firm which he co-founded in 2010. Prior to Millstreet Capital Management LLC, Mr. Connolly served as a senior analyst at Regiment Capital Advisors, LP from 2005 to 2008. From 2000 to 2005, Mr. Connolly served as a research analyst at Fidelity Management & Research Company. Mr. Connolly received a B.A. from Harvard University and an M.B.A. from the Massachusetts Institute of Technology Sloan School of Management. Our board benefits from Mr. Connolly’s over 20 years of experience in the financial services and investing field and his expertise in finance.

Ajay K. Amlani has served as director of Aware since February 2025, when he was also appointed as Aware's chief executive officer and president. Mr. Amlani, previously served as Head of the Americas at iProov Ltd., a digital identity company based in London, from August 2022 through January 2025. Prior to that position, from September 2021 through August 2022, he was Chief Strategy Officer and General Manager of the Digital Identity Business Unit at Credence Management Solutions LLC, a provider of management consulting, engineering, and technology services to federal agencies and commercial clients. From August 2019 through April 2021, Mr. Amlani served as Senior Vice President Corporate Strategy and Development and General Manager of Commercial Business at IDEMIA Identity & Security USA LLC, a biometric identification and security company. Mr. Amlani is also a Senior Advisor at Chertoff Group, LLC where he has worked with U.S. counterterrorism and Department of Defense leaders since October 2022. Mr. Amlani served in the U.S. government between 2016 and 2019, first under Secretary of Defense Ash Carter and then under Secretary James Mattis, to launch the

Defense Innovation Unit, a Silicon Valley-based unit of the Department of Defense established to modernize the U.S. military with better technology. Mr. Amlani cofounded Verified Identity Pass, the original company that went on to become Clear Secure, Inc., which now serves millions of Americans with airport fast-line and identity verification services, and YOU Technology, a mobile-first, retailer-focused identity and loyalty platform. Mr. Amlani received a B.S. in engineering and a MBA from the University of Michigan. Our board benefits from Mr. Amlani's extensive experience in the biometric identification field in both commercial and governments settings.

Peter R. Faubert has been a director of Aware since March 2020. Since June 2024, Mr. Faubert has served as Chief Financial Officer of MK Systems USA, Inc., a global media technology company. He brings over 20 years of extensive finance leadership for public and private software companies that focused on security technology, video service providers, mobility, gaming and enterprise computing. Previously, from May 2022 to May 2025, Mr. Faubert served as Chief Financial Officer of Vecna Robotics, Inc., an intelligent material handling automation company. Prior to Vecna Robotics, Inc. he was Senior Vice President of Finance from November 2021 to January 2022 and Chief Financial Officer, Treasurer and Secretary from October 2019 to November 2021 of Evolv Technology. Prior to Evolv Technology, Mr. Faubert served as Chief Financial Officer, Senior Vice President and Treasurer of SeaChange International, Inc. from July 2016 to October 8, 2019, and from February 2019 to April 2019, served in the Office of the CEO. Mr. Faubert served as Chief Financial Officer of This Technology, Inc. from December 2013 to August 2015 when This Technology was acquired by Comcast Corporation (“Comcast”). Mr. Faubert provided consulting services to Comcast until June 2016. Prior to This Technology, Mr. Faubert served as Chief Financial Officer and Treasurer of Vision Government Solutions, Inc. from October 2012 to December 2013, Chief Financial Officer of JNJ Mobile (MocoSpace) from February 2009 to July 2012 and Chief Financial Officer and Treasurer at Turbine, Inc. from August 2005 to January 2009. Mr. Faubert is also a Certified Public Accountant. Mr. Faubert received a Bachelor’s Degree in accounting from Northeastern University. Our board benefits from Mr. Faubert’s over 15 years as a chief financial officer and senior finance professional in addition to his experience with several high technology companies.

Brian Krause has served as chief revenue officer if Aware since March 2025. Prior to assuming his role at Aware, Mr. Krause served as Managing Director, North America for Incode Technologies, Inc., a global digital identity technology company from October 2023 to February 2025. Prior to that, Mr. Krause held the position of Vice President of Global Revenue at Veriff Inc., a digital identity verification technology provider, where he had full responsibility for end-to-end revenue from July 2021 to October 2023. Mr. Krause received a B.S. in Accounting and Finance from Bridgewater State University and MBA from Boston University.

Mohamed Lazzouni, Ph. D. has served as chief technical officer of Aware since November 2019. Mr. Lazzouni previously served as Chief Executive Officer of Epochal Technologies from August 2018 to November 2019. Prior to that, from May 2013 to July 2018 Mr. Lazzouni served as President and General Manager of Authentic, Inc. Mr. Lazzouni received a B.S. and M.S. from the University of London and a Ph. D. from the University of Oxford. He is currently a member of the board of directors of Epochal Technologies.

John S. Stafford, III has served as a director of Aware since January 2011. Since 2001, Mr. Stafford has served as Chief Executive Officer of Ronin Capital, LLC, a registered broker dealer with proprietary trading operations encompassing equity, fixed income and derivative securities. Since 2012, Mr. Stafford has served as Chief Executive Officer of Ronin Trading LLC, a non-registered entity with proprietary trading operations in various financial instruments. Mr. Stafford has also previously served as a board member of Xencor, Inc. Mr. Stafford has also made investments in over 40 private companies and has served as a board member on several of these companies. Our board benefits from Mr. Stafford’s investing experience, his experience as a member of other boards of directors, and the fact that, as one of our significant stockholders, his and our stockholders’ interests in the success of Aware are aligned.

David K. Traverse. has served as chief financial officer since June 2024. Mr. Traverse, previously served as the interim chief executive officer from January 2025 to February 2025, principal financial officer from October 2023 to June 2024 and as the Company’s Corporate Controller from April 2020 to October 2023. Mr. Traverse has an extensive background in Finance and Public Accounting. Most recently, prior to joining the Company, Mr. Traverse was Vice President and Corporate Controller at SeaChange International from November 2018 through April 2020 and Vice President Finance and Chief Financial Officer at Artel Video Systems from October 2015 to October 2018. Mr. Traverse has also worked as a Certified Public Accountant at several public accounting firms. Mr. Traverse received a Bachelor of Science in Accounting from the University of Massachusetts Lowell.

The board of directors is divided into three classes, referred to as Class I, Class II and Class III, each consisting of approximately one-third of the directors. One class is elected each year at the annual meeting of stockholders to hold office for a term of three years and until their respective successors have been duly elected and qualified. The number of directors has been fixed at seven. The current terms of Mr. Connolly and Mr. Evee, our Class I directors, will expire at our 2027 annual meeting. The current terms of Messrs. Johnstone and Stafford, III, our Class II directors, will expire at our 2025 annual meeting. The current terms of Messrs. Almani and Faubert, our Class III directors, will expire at our 2026 annual meeting.

Executive officers are elected annually by the board of directors and serve at the discretion of the board or until their respective successors have been duly elected and qualified. There are currently no family relationships among any of our directors and executive officers.

We require that each nominee for director be an individual of the highest character and integrity, have substantial experience that is of particular relevance to Aware, have sufficient time available to devote to our affairs, and represent the best interests of all our stakeholders, including our shareholders. The nominating and corporate governance committee has discretion as to the determination of which individuals will best fit these criteria. We believe that all of the nominees for election to the board of directors at the 2025 Annual Meeting possess these characteristics. Although the nominating and corporate governance committee considers the diversity of board members, including diversity of experience, gender and ethnicity, when considering candidates, we have not adopted any diversity policies relating to the nomination of candidates for director. We believe the current members of our board of directors reflect our commitment to diversity.

Board leadership structure and role in risk oversight

Our board of directors believes that Aware and its stockholders are best served at this time by having Mr. Evee serve as our chairman and Mr. Amlani serve as our chief executive officer and president. In his role as chairman, Mr. Evee oversees key strategic, corporate and governance activities. In his position as chief executive officer and president, Mr. Amlani, oversees the day-to-day operations of Aware. The board of directors believes that having a non-employee, independent director as chairman is an important aspect of effective corporate governance. In his role as chairman, Mr. Evee’s responsibilities include the following:

•

Acting as a liaison between the independent directors and the chief executive officer and president;

•

Presiding at executive sessions of the independent directors;

•

Facilitating discussions among the independent directors on key issues and concerns outside of board meetings;

•

In collaboration with the chief executive officer and president, preparing agendas for board meetings; and

•

Working with the board’s committees.

Our management is responsible for the day-to-day management of the risks that we face, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board is responsible for satisfying itself that the risk management processes are adequate and functioning as designed. The board’s involvement in risk oversight includes receiving regular reports from members of senior management and evaluating areas of material risk to Aware, including operational, financial, legal, regulatory, strategic, and reputational risks.

Certain relationships and related transactions

In March 2007, our board of directors formally adopted a written policy with respect to related person transactions to document procedures pursuant to which such transactions are reviewed and approved. The policy applies to any transaction in which (1) we are a participant, (2) any related person has a direct or indirect material interest and (3) the amount involved exceeds $120,000, but excludes any transactions available to all employees or stockholders of Aware on the same terms. The audit committee is responsible for reviewing proposed related person transactions and must approve any related person transaction subject to the policy before commencement of the transaction. The policy states that the audit committee will approve only those related person transactions that the audit committee determines are beneficial to us and the terms of which are fair to us.

In 2024 and the portion of 2025 through the date of this proxy statement, we did not have any transactions with a related person.

Committees and meetings of the board

During 2024, our board of directors met three times and took two actions by written consent. No incumbent director attended fewer than 75% of the total number of meetings held by the board and committees of the board on which he served. We have a compensation committee, an audit committee, an executive committee, and a nominating and corporate governance committee.

Executive Committee. Our executive committee is currently composed of Brent P. Johnstone and John S. Stafford, III. The executive committee has all of the powers of the board of directors except the power to: change the number of directors or fill vacancies on the board of directors; elect or fill vacancies in the offices of president, treasurer or secretary; remove any officer or director; amend our by-laws; change our principal office; authorize the payment of any dividend or distribution to our stockholders; authorize our reacquisition of capital stock for value; or authorize a merger. The executive committee did not meet in 2024.

Compensation Committee. Our compensation committee is currently composed of three independent directors, Brian D. Connolly, who serves as chairman, John S. Stafford, III and Brent P. Johnstone. In 2024, the compensation committee held two meetings and took four actions by written consent. In March 2004, our board of directors adopted a Compensation Committee Charter, which it amended in March 2019. The Compensation Committee Charter, as amended, is available on our website at www.aware.com.

Audit Committee. Our audit committee is currently composed of Peter R. Faubert, who serves as chairman, Brian D. Connolly and Brent P. Johnstone. Our board of directors has determined that Mr. Faubert is each an audit committee financial expert under Securities and Exchange Commission rules. In 2024, the audit committee met five times. In March 2004, our board of directors adopted an Audit Committee Charter, which it amended in March 2019 and December 2023. The Audit Committee Charter, as amended, is available on our website at www.aware.com.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee is currently composed of five independent directors: Gary Evee who serves as chairman, Brent P. Johnstone, Brian D. Connolly, Peter R. Faubert and John S. Stafford III. In 2024, the nominating and corporate governance committee held two meetings. In March 2004, our board of directors adopted a Nominating and Corporate Governance Committee Charter, which it amended in March 2019. The Nominating and Corporate Governance Committee Charter, as amended, is available on our website at www.aware.com.

The nominating and corporate governance committee, in consultation with our president and chief executive officer, identifies and reviews candidates for our board of directors and recommends to our full board candidates for election to our board. In selecting new directors, the committee considers any requirements of applicable law or listing standards, a candidate’s strength of character, judgment, business experience and specific area of expertise, factors relating to the composition of the board (including its size and structure), principles of diversity, and such other factors as the committee shall deem appropriate.

From time to time, the nominating and corporate governance committee reviews the appropriate skills and characteristics required of board members in the context of the current make-up of the board, including such factors as business experience, diversity, and personal skills in technology, finance, marketing, international business, financial reporting and other areas that contribute to an effective board.

The nominating and corporate governance committee, in consultation with our president and chief executive officer, considers and recruits candidates to fill positions on the board, including as a result of the removal, resignation or retirement of any director, an increase in the size of the board or otherwise. The committee also reviews any candidate recommended by our stockholders in light of the committee’s criteria for selection of new directors. Stockholders may make nominations for the election of directors by delivering notice in writing to the Secretary of Aware not less than 60 days nor more than 90 days prior to any meeting of the stockholders called for the election of directors. As part of this responsibility, the committee is responsible for conducting, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the board and such candidate’s compliance with the independence and other qualification requirements established by the committee or imposed by applicable law or listing standards. The committee also develops and recommends to the Board governance principles applicable to the Company and is responsible for leading an annual review of the performance of both the Board as a whole and its individual members. The annual Board review took place in October 2024.

The board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated for election at the 2025 annual meeting of stockholders as Class II directors Brent P. Johnstone and John S. Stafford, III, each of whom is currently a Class II director of Aware. In nominating Mr. Johnstone, the board and committee took into account Mr. Johnstone’s over 25 years’ experience in the investment and financial services industries and his expertise in finance. In nominating Mr. Stafford, the board and committee took into account Mr. Stafford’s investing experience, his experience as a member of other boards of directors, and the fact that, as one of our most significant stockholders, his and our stockholders’ interests in the success of Aware are aligned.

Policy regarding board attendance

To the extent reasonably practicable, directors are expected to attend board meetings and meetings of committees on which they serve. Last year, one of our directors attended the annual meeting.

Communications with our board of directors

Our board of directors has established the following process for stockholders to communicate directly with the board, and this process has been approved by a majority of our independent directors. Stockholders wishing to communicate with the board of directors should send correspondence to the attention of the Chairman of the Board at Aware, Inc., 76 Blanchard Road Burlington, Massachusetts 01803, and should include with the correspondence evidence that the sender of the communication is one of our stockholders. Satisfactory evidence would include, for example, contemporaneous correspondence from a brokerage firm indicating the

identity of the stockholder and the number of shares held. Our chairman will review all correspondence confirmed to be from stockholders and decide whether or not to forward the correspondence or a summary of the correspondence to the board or a committee of the board. Accordingly, our chairman will review all stockholder correspondence, but the decision to relay that correspondence to the board or a committee of the board will rest entirely within his discretion.

Code of ethics

We have adopted a code of ethics that applies to all employees, officers and directors. The code of ethics also contains special ethical obligations which apply to employees with financial reporting responsibilities, including our principal executive officer, principal financial officer and principal accounting officer. Our code of ethics includes, among other things, provisions covering compliance with laws and regulations, conflicts of interest, insider trading, proper use of our assets, confidentiality, discrimination and harassment, accounting and record keeping, the reporting of illegal or unethical behavior, enforcement of the code of ethics and discipline for violations of the code of ethics. Our code of ethics is available on our website at www.aware.com. Any waiver of any provision of the code of ethics granted to an executive officer or director may only be made by the board of directors and will be promptly disclosed on our website at www.aware.com.

Compensation committee interlocks and insider participation

Our compensation committee is currently composed of Messrs. Connolly, Johnstone, and Stafford, III. In 2024, no officer or employee of Aware, including our executives, participated in the deliberations of the compensation committee concerning the compensation of our executive officers. No interlocking relationship existed between our board of directors or compensation committee and the board of directors or compensation committee of any other company in 2024.

Compensation of Executive Officers and Directors

Executive compensation

The following table provides summary information concerning compensation earned for services rendered to Aware in all capacities for the fiscal year ended December 31, 2024 by Mr. Eckel, our chief executive officer, and our two other most highly compensated executive officers, Mr. Lazzouni and Mr. Traverse. We refer to Messrs. Eckel, Lazzouni, Traverse as our named executive officers or our NEOs.

Summary Compensation Table


Name and Principal Position	Year	Salary ($)		Stock Awards ($)(1)		Option Award ($) (2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Robert A. Eckel (5)	2024		318,270		—		—		—		17,206		335,476
Chief Executive Officer, President & Director	2023		316,339		55,000		—		124,152		15,792		511,283
Mohamed Lazzouni	2024		303,908		—		121,665		31,865		11,386		468,825
Chief Technology Officer	2023		292,793		—		—		124,747		9,937		427,477
David Traverse	2024		223,780		12,720		81,110		—		9,963		327,573
Chief Financial Officer

(1)

Represents the dollar amount of expense recognized for financial statement reporting purposes attributable to unrestricted stock awards in accordance with ASC 718.

(2)

Represents the aggregate grants date fair value, computed using the Back-Scholes option pricing model in accordance with ASC 718, of options granted during each year, excluding the impact of estimated forfeitures related to service-based vesting conditions.

On January 17, 2024, our stockholders approved a stock option exchange program (the “Exchange Offer”) pursuant to which eligible employees, primarily consisting of options (the “Eligible Options”) for replacement stock options with modified terms it expired on February 20, 2024. Pursuant to the Exchange Offer, our named executive officers elected to exchange Eligible Options as set forth in the table below.


Name	Eligible Options Surrendered (#)	New Options Granted (#)
Robert A. Eckel	1,450,000	619,000
Mohamed Lazzouni	375,000	157,873
David Traverse	100,000	44,000

The exercise price per share of the New Options granted pursuant to the Exchange Offer was $2.21 per share. Each New Option vested and became exercisable, with respect to 50% of the shares of common stock underlying such New Option on the first anniversary of the grant date and, with respect to the remaining shares of common stock underlying such New Option, in twelve equal monthly installments thereafter, subject to the continuous service of the holder. The other terms and conditions of the New Options are governed by the terms and conditions of the 2023 Plan and the nonstatutory stock option agreements entered into thereunder. There was no incremental fair value for the New Options.

The assumptions made to determine the value of these awards are set forth in Note 8 of our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 13, 2025

(3)

Reflects cash awards under performance-based compensation plans from the satisfaction of pre-established performance criteria. The performance criteria for each of our named executive officers is described below under the heading "2024 Executive Bonus Plan".

(4)

All other compensation represents group term life insurance premiums paid by us on behalf of the executive officers and matching contributions by us under our 401(k) plan for the benefit of the named executive officers. Such amounts for 2024 were as follows:


Name	401(k) Matching Contributions ($)		Group Term Life Insurance Premiums ($)
Mr. Eckel		13,713		3,493
Mr. Lazzouni		7,911		3,476
Mr. Traverse		9,525		438

(5)

Mr. Eckel’s employment by the Company as its Chief Executive Officer and President and his service on the Company’s board of directed terminated as of December 31, 2024.

2024 Executive Bonus Plan

On April 5, 2024, the compensation committee approved the Aware, Inc. 2024 Executive Bonus Plan (the “2024 Plan”) and established performance criteria and target bonuses thereunder.

Pursuant to the 2024 Plan, each of our named executive officers was eligible to receive a bonus based upon the achievement of certain financial and operational goals, in each case as determined by the Compensation Committee. Seventy (70) percent of each named executive's officer's bonus was tied to the achievement of financial goals that were common to all of the named executive officers and thirty (30) percent of each named executive officer's bonus was tied to the achievement of individualized operational goals.

Under the plan Mr. Eckel was eligible to receive a target bonus of $159,135. Mr. Lazzouni was eligible to receive a target bonus of $153,181. Mr. Traverse was eligible to receive a target bonus of $73,333.

The financial goals under the 2024 Plan were tied to achievement by Aware of revenue and operating cash flow targets for 2024 (the “2024 Financial Goals”), which approximated the amounts forecasted for each of those metrics in our annual operating budget. Each of the named executive officers could receive a payment equal to 50% of his respective target bonus if the 2024 Financial Goals were met at the 85% level and a payment equal to 100% of his respective target bonuses if the 2024 Financial Goals were met at the 100% or greater level, with the bonus to be paid for performance falling between 85% and 100% of the 2024 Financial Goals to be calculated by linear interpolation. Participants are eligible to receive an upward adjustment payout up to fifty (50) percent above their annual bonus target once the total revenue 2024 Financial Goal is met.

The upward bonus adjustment will be calculated linearly between 100% to 110% of the revenue 2024 Financial Goal. The components of 2024 Financial Goals were weighted as 50% revenue and 50% operating cash flow. Aware’s revenue for 2024 was $17.4 million, which fell below 85% of the revenue goal. Aware’s operating cash used for 2024 was $3.2 million, which was below the target for that goal. As a result, our named executive officers received bonuses under the 2024 Plan with respect to the 2024 Financial Goals as follows:


Name	Bonuses relating to 2024 Financial Goals ($)
Robert A. Eckel		-
Mohamed Lazzouni		-
David Traverse		-

The operational goals under the 2024 Plan were specific to each named executive officer. Under the 2024 Plan, if the Company did not achieve at least 85% of its revenue target goal, the potential payments with respect to the individual performance objectives would have been capped at a maximum payment of 75% of the individual performance objective bonus.

The individualized operational goals under the 2024 Plan for each of our named executive officers, the maximum amount payable with respect to each goal and the actual bonus paid with respect to each goal were as follows:


Operational Goals	Maximum Amount Payable with Respect to Operational Goals ($)		Amount Paid with Respect to Operational Goals ($)
Robert A. Eckel		47,741		-
-Achieve annual recurring revenue goal
-Achieve recurring revenue goal

Mohamed Lazzouni		45,954		31,865
-Achieve annual recurring revenue goal
-Deliver targeted annualized savings to optimize cost structure in engineering supporting business profitability
-Implement cross functional processes effectively supporting customer retention business objectives

David Traverse		22,000		-
-Achieve annual recurring revenue goal
-Achieve recurring revenue goal
-Achieve GAAP net income target
-Achieve overall 2023 engineering objectives contributing to the product market fit for AwareID

Outstanding Equity Awards At December 31, 2024

The following table summarizes the option awards and stock awards outstanding as of December 31, 2024 held by our named executive officers.


Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)					Market Value of Shares or Units of Stock That Have Not Vested ($)
Robert A. Eckel
		—		567,416	(1	)		2.21	3/31/2024		—					—
Mohamed Lazzouni
		—		157,873	(2	)		2.21	2/20/2034		(157,873	)				—
		—		150,000	(3	)		2.05	10/31/2034		(150,000	)				—
David K. Traverse
		—		44,000	(2	)		2.21	2/20/2034		—					—
		—		100,000	(3	)		2.05	10/31/2034		—					—
											18,000		(4	)		35,100

(1)

51,584 options vested and become nonforfeitable on December 31, 2024, the date Mr. Eckel's service as our chief executive officer terminated. On March 30, 2025, the remainder of Mr. Eckel's options terminated in accordance with their terms.

(2)

Options vested fifty percent on February 20, 2025, with the remainder vesting in 24 equal monthly installments starting on March 20, 2025.

(3)

Twenty-five percent of the option will vest annually, beginning on October 31, 2025, and continuing on each anniversary thereafter until fully vested on October 31, 2028.

(4)

Unrestricted stock award will issue shares of 6,000 on June 1, 2025, 2026 and 2027 provided Mr. Traverse is serving as a director, officer, or employee of the Company or any subsidiary of the Company on said dates.

Policies and Practices Related to the Grant of Certain Equity Award

From time to time, our Compensation Committee grants stock options to employees, including our NEOs. As we do not regularly grant options, we do not maintain any written policies on the timing of awards of stock options.

Our Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information about the company based on equity award grant dates. During fiscal 2024, we granted option awards to Mr. Lazzouni and Mr. Traverse on October 31, 2024, one business day after we furnished a Form 8-K disclosing our results for the fiscal quarter ended September 30, 2024 and filed an 8-K announcing the then-impending departure of Mr. Eckel, our former Chief Executive Officer and President, and one business day before we filed our Quarterly Report on Form 10-Q for the three months ended September 30, 2024. As required by Item 402(x) of Regulation S-K under the Securities Exchange Act of 1934, as amended, we are providing the following information relating to such stock options granted to these NEOs because they were granted during the period beginning four business days before, and ending one business day

after, the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K.


Name	Grant Date	Number of Securities Underlying the award		Exercise price of the award ($)		Grant Date fair value of the award ($) (1)		Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information(2)
Mohamed Lazzouni	10/31/2024		150,000		2.05		121,665	(21.3)%
David K. Traverse	10/31/2024		100,000		2.05		81,110	(21.3)%

(1)

Each of the option awards vest annually, beginning on October 31, 2025, and continuing on each anniversary thereafter until fully vested on October 31, 2028. The aggregate grant date fair value of stock options granted during the fiscal year is computed in accordance with the provisions of ASC 718. The exercise price of the options was calculated based on the average closing price of Aware stock for the previous five business days immediately proceeding the grant.

(2)

Calculated using the closing prices of our common stock on the Nasdaq Global Market on October 30, 2024, and November 2, 2024, of $2.07 and $1.63 per share, respectively, based on the disclosure of material nonpublic information in Forms 8-K filed on October 30, 2024. The percentage change in the closing market price of the securities underlying the options between the trading day ending immediately prior to and the trading day beginning immediately following the filing of our Quarterly Report for the three months ended September 30, 2024 was 2.6%

Post-Employment Compensation

Pension Benefits Table

We do not have any tax-qualified or non-qualified defined benefit plans or supplemental executive retirement plans.

Non-qualified Deferred Compensation Table

We do not have any non-qualified defined contribution plans or other non-qualified deferred compensation plans.

Potential Payments Upon Termination or Change in Control

Separation Agreement with Mr. Eckel

On October 30, 2024, we entered into a letter agreement with Mr. Eckel (the “Separation Agreement”) regarding the terms of his separation of employment with Aware. Pursuant to the terms of the Separation Agreement, we and Mr. Eckel agreed that Mr. Eckel would leave Aware and our board of directors, effective December 31, 2024. Subject to Mr. Eckel’s continued compliance with the terms of the Separation Agreement, including the agreement not to compete included therein, he is entitled to receive the following severance from us: (i) $318,270, which represents his annual base salary and is payable as salary continuation for twelve months beginning January 1, 2025; (ii) vesting of all time-based stock options and other time-based stock-based awards held by Mr. Eckel that would have vested had he remained employed with Aware through December 31, 2025; (iii) entitlement to any bonus that he earned in respect of his and our performance in 2024 based on the bonus metrics approved by the board of directors; and (iv) continuation of certain health benefit coverage through December 31, 2025.

The Separation Agreement supersedes in its entirety the Employment Agreement we previously entered into with Mr. Eckel.

Employment Agreements

We entered into an Employment Agreement (each, an “Employment Agreement”) with Mr. Lazzouni on November 19, 2019 and Mr. Traverse on June 1, 2024.

Payments on Termination by Aware Without Cause or by the Named Executive Officer with Good Reason

Pursuant to the terms of each executive’s Employment Agreement, if the executive’s employment is terminated by us without “Cause”, or the executive terminates his employment for “Good Reason”, the executive shall receive from us: (i) an amount equal to the executive’s annual base salary paid during the twelve (12) months immediately preceding the termination of the Executive’s employment, divided by the number of days employed during the twelve (12) months immediately preceding the termination of the Executive’s employment and multiplied by 365, (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards held by the executive in which such stock option or other stock-based award would have vested if the executive had remained employed for an additional twelve (12) months following the “Date of Termination” shall vest and become exercisable or nonforfeitable as of the Date of Termination and (iii) for up to twelve (12) months following the executive’s termination of employment, payment of the difference between the cost of COBRA continuation coverage for the executive and any dependent who received health insurance coverage prior to such termination, and any premium contribution amount applicable to the executive as of such termination. Our obligation to provide the foregoing benefits is subject to the executive entering into a new noncompetition agreement with us that contains noncompetition and employee non-solicitation covenants in effect for one year from termination of the executive’s employment and the effectiveness of a release of claims executed by the executive in favor of us.

Payments on Termination by Aware Without Cause or by the Named Executive Officer with Good Reason Following a Change of Control

Pursuant to the terms of each executive’s Employment Agreement, if the executive’s employment is terminated during the eighteen (18) month period following a “Change of Control” (a) by us without “Cause” or (b) by the executive for “Good Reason” (as those terms are defined in the Employment Agreement), the executive will receive from us: (i) a lump-sum amount equal to (A) 1.5 times (B) the executive’s annual base salary paid during the twelve (12) months immediately preceding the termination of the executive’s employment, divided by the number of days employed during the twelve (12) months immediately preceding the termination of the executive’s employment and multiplied by 365, (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards held by the executive as of the occurrence of such Change of Control shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; and (iii) for up to eighteen (18) months following the executive’s termination of employment, payment of the difference between the cost of COBRA continuation coverage for the executive and any dependent who received health insurance coverage prior to such termination, and any premium contribution amount applicable to the executive as of such termination. Our obligation to provide the foregoing benefits is subject to the executive entering into a new noncompetition agreement with us that contains noncompetition and employee non-solicitation covenants in effect for one year from termination of the executive’s employment and the effectiveness of a release of claims executed by the executive in favor of us.

Other Separation Benefits

With the exception of the Separation Agreement and the Employment Agreements, our named executive officers do not have any agreements different from other employees with respect to payments or benefits received as a result of a termination of employment, retirement and change in control. The payments and benefits include accrued vacation pay and the right to elect continued health coverage under COBRA. There is no acceleration in the vesting of stock options or other equity awards that are required as a result of a retirement.

Pay for Performance Table

The following table provides a comparison between two measures of compensation for our named executive officers and certain measures of performance. The two compensation measures are the named executive officers’ “total compensation,” as presented in the Summary Compensation Table, and their “compensation actually paid,” a new measure of compensation required by SEC rules. These measures are presented for each person who served as our Chief Executive Officer during the relevant year, individually, and for our other named executive officers, as an average for the group.

While both “total compensation” and “compensation actually paid” measure compensation for the same fiscal year, the two measures are calculated differently. Compensation actually paid is based on total compensation but substitutes different amounts for equity compensation. Compensation actually paid removes from total compensation the

grant-date fair value of equity awards granted during the relevant year and replaces it with the net aggregate change in the fair value of equity awards during the relevant year. This net aggregate change in fair value represents the sum of:

•

the year-end fair value of new awards granted during the year that are outstanding and unvested as of the end of the year;

•

the change in the fair value (positive or negative) of unvested awards outstanding during the entire year, measured from the beginning of the year to the end of the year;

•

the vesting-date fair value of new awards that are granted and also vest in the year;

•

the change in the fair value (positive or negative) of unvested awards that are held at the beginning of the year and that also vest during the year, measured from the beginning of the year to the vesting date;

•

the loss in fair value of unvested awards outstanding at the beginning of the year that fail to meet applicable vesting conditions during the year, measured as the loss of the fair value of those awards at the beginning of the year; and

•

the dollar value of any dividends or other earnings paid on awards during the year prior to any vesting date that are not otherwise reflected in total compensation for the year.

The net change in aggregate fair value must also reflect any increase in the fair value of any equity awards that were repriced or otherwise materially modified during the year. No equity awards were repriced or otherwise materially modified during any of the years presented.


Year	Summary Compensation Table Total for Mr. Eckel ($)		Compensation Actually Paid to Mr. Eckel ($)					Average Summary Compensation Table Total for NEOs, other than Mr. Eckel ($)				Average Compensation Actually Paid to NEOs other than Mr. Eckel ($)				Value of Initial Fixed $100 Investment Based on Total Shareholder Return (1) ($)		Net Loss (in Thousands) ($)
2024		335,476		185,215		(2	)		398,199	(2	)		514,427	(2	)		64		4,431
2023		511,283		598,508					393,357				470,449				48		7,314
2022		443,466		(351,996	)				381,301				166,041				72		1,726

(1)

Represents the cumulative total shareholder return (on a dividends-reinvested basis) on our common stock from December 31, 2021, the last trading day before the earliest year presented in the table, to the last trading day of the relevant year, calculated on the basis of an investment of $100 in our common stock on December 31, 2021.

(2)

Represents compensation actually paid for 2024 to Robert A. Eckel and the average compensation actually paid for 2024 to Messrs. Lazzouni and Traverse, our other named executive officers for 2024. The following table provides the adjustments to total compensation that were made in order to calculate compensation actually paid:


Change in Fair Value	Mr. Eckel ($)			Average for NEO's other than Mr. Eckel ($)
Subtract Stock and Option Awards from Summary Compensation Table		-			3,180
New Grants Unvested at Year-End		-			98,336
Prior Year Awards Unvested at Year-End		-			19,158
New Grants that Vested in 2024		-			9,938
Prior Year Awards that Vested in 2024		(1,302	)		3,758
Prior Year Awards that Failed to Vest in 2024		(148,959	)		(18,142	)
Dividends or Earnings on Awards Before Vesting		-			-
Total Change in Fair Value		(150,261	)		116,228

Specific assumptions used to determine the fair value of options in the table above, using the Black-Scholes valuation model were expected term of 6.25 years based on the simplified method, volatility of 53% based on an average of historical volatility over the expected term of the stock options, and risk-free interest rate of 4.2% based on the U.S. Treasury yield curve equal to the expected term of the stock option.

The following table shows, for the periods presented in the foregoing table, the relationship between, on the one hand, the compensation actually paid to Mr. Eckel and the average compensation actually paid to our other named executive officers and, on the other hand, each of:

•

Our cumulative total shareholder return since December 31, 2021, the last trading day before fiscal year 2022; and

•

Our net loss over the last three years.


Year	Compensation Actually Paid to Mr. Eckel ($)			Average Compensation Actually Paid to NEOs other than Mr. Eckel ($)		Total Shareholder return since December 31 2021			Net Loss ($)
2024		185,215			514,427		14	%		4,431
2023		598,508			470,449		-47	%		7,314
2022		(351,996	)		166,041		-28	%		1,726


Metric	2023			2024			Change from 2023 to 2024
Compensation actually paid to Mr. Eckel	$	598,508		$	185,215			69	%
Average Compensation Actually Paid to NEOs other than Mr. Eckel	$	470,449		$	514,427			9	%
Total Shareholder Return since December 31, 2021		-47	%		14	%		61	%
Net Loss (in thousands)	$	7,314		$	4,431			39	%


Metric	2022			2023			Change from 2022 to 2023
Compensation actually paid to Mr. Eckel	$	(351,996	)	$	598,508			270	%
Average Compensation Actually Paid to NEOs other than Mr. Eckel	$	166,041		$	470,449			183	%
Total Shareholder Return since December 31, 2020		-51	%		-47	%		4	%
Net Loss (in thousands)	$	1,726		$	7,314			324	%

DIRECTOR COMPENSATION

We reimburse each director for expenses incurred in attending meetings of the board of directors.

In March 2025, the Compensation Committee approved the following grants of unrestricted stock to our directors under our 2023 Equity and Incentive Plan in recognition of their ongoing contributions to us:


Name	# of Shares
Brent P. Johnstone		54,698
Brian D. Connolly		51,342
Gary Evee		46,980
Peter R. Faubert		47,987
John Stafford, III		44,631

The number of shares underlying each award is equal to value of the award divided by the closing price for a share of our common stock on the Nasdaq Global Market on the date of the grant. For 2024 the value of the director awards was determined as follows:


Board Role	Value of Award ($)
Chairman of the board of directors		60,000
Service on the board of directors (other than as Chairman)		40,000
Audit Committee chair		10,000
Audit Committee member (other than chair)		5,000
Compensation Committee chair		10,000
Compensation Committee member (other than chair)		5,000
Nominating and Corporate Governance committee chair		10,000
Nominating and Corporate Governance committee member (other than chair)		1,500

For 2025 the value of the director awards was adjusted to be as follows:


Board Role	Value of Award ($)
Chairman of the board of directors		70,000
Service on the board of directors (other than as Chairman)		60,000
Audit Committee chair		10,000
Audit Committee member (other than chair)		5,000
Compensation Committee chair		10,000
Compensation Committee member (other than chair)		5,000
Nominating and Corporate Governance committee chair		10,000
Nominating and Corporate Governance committee member (other than chair)		1,500

The following table provides information about the compensation of our directors for 2024.

Non-Employee Director Compensation Table for 2024


Name	Stock Awards (#)		Stock Awards ($)(2)		Total ($)
Brian D. Connolly		28,826		56,500		56,500
Gary Evee		25,510		50,000		50,000
Peter R. Faubert		26,275		51,500		51,500
Brent P. Johnstone		36,479		71,500		71,500
John Stafford, III		23,724		46,500		46,500

(1)

The value of the unrestricted stock award was determined based on the fair market value of Aware stock on the date of the grant in accordance with ASC 718.

Report of the Audit Committee

The purpose of the audit committee is to assist the board of directors in its general oversight of Aware’s financial reporting process. The Audit Committee (“Committee”) is comprised solely of independent directors as defined by the listing standards of the Nasdaq Stock Market and the rules of the Securities and Exchange Commission. The Committee held five meetings during 2024.

The Committee oversees Aware’s financial reporting process on behalf of the board of directors. Management is responsible for the preparation, presentation and integrity of Aware’s financial statements and reporting processes, including its systems of internal controls, while RSM US LLP ("RSM"), Aware’s independent, registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements in accordance with auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America. The Committee discussed with RSM the overall scope and plans for its audit.

In connection with this oversight, the Committee received periodic updates provided by management and RSM at regularly scheduled committee meetings. The Committee reviewed the report of management contained in Aware’s Annual Report on Form l0-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission, as well as RSM’s Report of Independent Registered Public Accounting Firm included in Aware’s Annual Report on Form l0-K related to its audit of the consolidated financial statements. The Committee continues to oversee Aware’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation in 2025.

The Committee has reviewed and discussed the consolidated financial statements with management and RSM, Aware’s independent auditors. The Committee has discussed with RSM the matters required to be discussed under the rules adopted by the PCAOB concerning communications with audit committees. In addition, RSM has provided the Committee with the written disclosures and the letter required by the PCAOB RULE 3526, Communication with Audit Committees Concerning Independence, and the Committee has discussed with RSM their firm's independence.

Based on the review of the consolidated financial statements and discussions with and representations from management and RSM referred to above, the Committee recommended to the board of directors that the audited financial statements be included in Aware’s Annual Report on Form 10-K for 2024, for filing with the Securities and Exchange Commission.


	The Audit Committee

	Peter R. Faubert, Chairman
	Brian D. Connolly
	Brent P. Johnstone

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

At the close of business on April 15, 2025, there were issued and outstanding 21,097,074 shares of common stock. On April 15, 2025, the closing price of our common stock as reported by the Nasdaq Global Market was $1.48 per share.

Principal stockholders

The following table provides information about the beneficial ownership of our common stock as of April 15, 2025 by:

•

each person known by us to own beneficially more than five percent of our common stock;

•

each of our directors;

•

each of our named executive officers; and

•

all of our current executive officers and directors as a group.

In accordance with Securities and Exchange Commission rules, beneficial ownership includes any shares for which a person has sole or shared voting power or investment power and any shares of which the person has the right to acquire beneficial ownership within 60 days after April 15, 2025 through the exercise of any option or otherwise. Except as noted below, we believe that the persons named in the table have sole voting and investment power with respect to the shares of common stock set forth opposite their names. The inclusion of shares listed as beneficially owned does not constitute an admission of beneficial ownership. Percentage of beneficial ownership is based on 21,097,074 shares of common stock outstanding as of April 15 2025. In calculating a person’s percentage ownership, we have treated as outstanding any shares that the person has the right to acquire within 60 days of April 15, 2025. All shares included in the “Right to acquire” column represent shares subject to outstanding stock options potentially exercisable within 60 days after April 15, 2025. The information as to each person has been furnished by such person.

Unless otherwise noted in the following table, the address of each person listed in the table is c/o Aware, Inc., 76 Blanchard Road, Burlington, Massachusetts 01803.


	Number of shares beneficially owned						Percent
Name	Outstanding shares		Right to acquire		Total number		beneficially owned
John S. Stafford, III**		5,060,569		—		5,060,569		24.0	%
Susan Yang Stafford (1) Susan Yang Stafford 2010 Kimborama Trust and Kimberly Susan Stafford 2004 Irrevocable Trust and Susan Yang Stafford Revocable Trust of 2011 c/o Ronin Capital, LLC 350 N. Orleans Street, Suite 2N Chicago, IL 60654		2,746,881		—		2,746,881		13.0	%


Ajay K. Amlani**		415,173		—		415,173		2.0	%
Brent P. Johnstone**		216,955		—		216,955		1.0	%
Brian D. Connolly**		164,287		—		164,287	*
Mohamed Lazzouni**		42,442		98,671		141,113	*
Peter R. Faubert**		112,432		—		112,432	*
David K Traverse**		43,254		33,500		76,754	*

SEC Form DEF 14A filed by Aware Inc.