UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

AWARE, INC.

Payment of Filing Fee (Check the appropriate box):

* * * * *

April 18, 2023

Dear Fellow Stockholder:

You are cordially invited to attend the 2023 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 Wednesday, June 7, 2023 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 2022 Annual Report to Stockholders and our Proxy Statement at www.proxydocs.com/AWRE. On April 18, 2023, 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 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. Eckel and Faubert, "FOR" the approval on an advisory basis of the executive compensation descried in this Proxy Statement, "FOR" the ratification of RSM US LLP as Aware's independent registered public accounting firm for the year ending December 31, 2023, and for annual advisory stockholder votes on executive compensation.

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.

Aware, Inc.

Notice of Annual Meeting of Stockholders

to be held on May 25, 2016

June 7, 2023

Aware, Inc. hereby gives notice that it will hold its annual meeting of stockholders at the offices of Aware, Inc., 40 Middlesex Turnpike, Bedford,76 Blanchard Road, Burlington, Massachusetts on Wednesday, May 25, 2016,June 7, 2023, beginning at 10:00 a.m., local time, for the following purposes:

The board of directors has fixed the close of business on April 7, 201614, 2023 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,

Robert A. Eckel

Chief Executive Officer and President

April 15, 201618, 2023

Bedford,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 May 25, 2016.June 7, 2023. The Proxy Statement and our 20152022 Annual Report to Stockholders are available on the following web sites: www.envisionreports.com/site: www.proxydocs.com/AWRE for registered holders and www.edocumentview.com/AWRE for street holders..

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

Aware, Inc.

40 Middlesex Turnpike76 Blanchard Road

Bedford,Burlington, Massachusetts 0173001803

(781) 276-4000687-0300

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

to be held on May 25, 2016

June 7, 2023

This proxy statement relates to the 20162023 annual meeting of stockholders of Aware, Inc. (“Aware”). The annual meeting will take place as follows:

Date: June 7, 2023

TheTime: 10:00 a.m.

Place: Aware, Inc.

76 Blanchard Road

Burlington, Massachusetts 01803

Our board of directors of Aware 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. Aware encourages itsWe encourage stockholders to vote on all proposals. A stockholder may revoke his, her or its proxy at any time before it has been exercised.

Aware isWe are mailing this proxy statement and the enclosed form of proxy to stockholders on or about April 15, 2016.18, 2023.

PROXY STATEMENT

table of contents

Annual Meeting of Stockholders

Purpose of the annual meeting

At the annual meeting, Awarewe will submit twofour proposals to theour stockholders:

Proposal One: To elect twore-elect Robert A. Eckel and Peter R. Faubert as our Class IIIII directors for three-year terms; and

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

Proposal Three: An advisory vote on the frequency of holding advisory stockholder votes on the approval of executive compensation;

Currently, Aware doesProposal Four: 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, 2023.

We do not intend to submit any other proposals to the stockholders at the annual meeting. TheOur 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

TheOur board of directors of Aware has fixed the close of business onApril 7, 2016onApril 14, 2023 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 22,993,13920,955,339 shares of Aware’sour common stock, each of which areis entitled to cast 22,993,139 votes.one vote. A list of stockholders entitled to notice of the 20162023 annual meeting is available for inspection by any stockholder at our principal office at 40 Middlesex Turnpike, Bedford,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.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.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, you are considered the beneficial owner of the shares held in street name. If you wish to vote shares held in streetalso known as "street name, at the meeting," 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 Robert A. Eckel and Peter R. Faubert as our Class III directors, Proposal 2, regarding the approval, on an advisory of the compensation of our named executive officers, and Proposal 3, regarding the determination, on an advisory basis, of the frequency of holding advisory stockholder votes on the approval 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 4, regarding the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, 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, Proposal 2, and Proposal 3, 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

Aware’sOur 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. AwareWe 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. In general, AwareWe 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. A broker “non-vote” occurs when a broker or nominee holding shares for a beneficial owner does not vote on a proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner with respect to that proposal.

Vote required; tabulation of votes

A plurality of the votes properly cast at the annual meeting will be necessary to electre-elect each of the two Class IIIII directors to a three-year term.term and to determine, on an advisory basis the frequency of the advisory votes on the compensation of our named executive officers. A majority of the votes properly cast at the annual meeting will be necessary to approve, on an advisory basis, the compensation paid to Aware’sour named executive officers.officers, and to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Abstentions and broker non-votes will not count as votes cast for or against the applicable proposalwithheld from either nominee for re-election as a Class III director and accordingly will not affect the outcome of the vote.vote on Proposal 1. Abstentions will also have no effect on the outcome of Proposal 2, Proposal 3 and Proposal 4. Broker non-votes will have no effect on the outcome of the vote on any proposal.

Aware’s transfer agent, Computershare Trust Co.,An automated system administrated by Mediant, Inc., will tabulate the votes at the annual meeting. ComputershareMediant, 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 inusing any one of three ways:

Aware, Inc.
40 Middlesex Turnpike76 Blanchard Road
Bedford,Burlington, Massachusetts 0173001803
Attention: Secretary

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

Solicitation of proxies

AwareWe will bear all costs incurred in connection with the solicitation of proxies for the annual meeting. AwareWe 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, Aware’sour directors, officers and employees may solicit proxies, without additional remuneration, by telephone, facsimile, electronic mail, telegraph and in person. Aware expectsWe expect that the expenses of any special solicitation will be nominal. At present, Aware doeswe 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 2015 annual report2022 Annual Report to stockholdersStockholders are available on the Internet at www.envisionreports.com/AWRE for registered holders and www.edocumentview.com/AWRE for street holders. These web sites do not use “cookies” to track or identify visitors to the web site.www.proxydocs.com/AWRE.

Directions to annual meeting

If you are planning to attend our 20162023 annual meeting of stockholders, below are directions to Aware, Inc., 40 Middlesex Turnpike, Bedford,76 Blanchard Road, Burlington, Massachusetts:

From Boston

Take I-93 North to Exit 37B28B toward Woburn (I-95/Route 128 South). Follow I-95/Route 128Take 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 32A (Route 3 North).exit 28B toward I-95 S/Waltham and merge onto I-95 S. Take Exit 26, Route 62exit 51A toward US3 S/Winchester and turnthen merge onto Cambridge Street. Turn right at bottom of the ramp onto Route 62. Follow approximately one half mile to the second set of traffic lights;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.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.

From Manchester

New Hampshire Route 3 South to Exit 26 (Route 62/Bedford-Burlington). Turn left at the bottom of the ramp onto Route 62. Follow to second set of traffic lights; turn left on Middlesex Turnpike. Aware, Inc. is on the left.

From Bedford/ Laurence G Hanscom Field, Massachusetts

Take I-95/Route 128 North to Exit 32A (Route 3 North). Take Exit 26, Route 62 and turn right at the bottom of the ramp onto Route 62. Follow approximately one half mile to second set of traffic lights; turn left on Middlesex Turnpike. Aware, Inc. is on the left.

From Worcester

Take I-290 E toward Marlboro/I-190. Merge onto I-495 N via Exit 26B on the left toward Lowell. Merge onto US-3 S via Exit 35A toward Burlington. Take the Route 62 exit (Exit 26) toward Bedford/Burlington. Turn left at the bottom of the ramp onto Route 62. Follow to second set of traffic lights; turn left on Middlesex Turnpike. Aware, Inc. is on the left.

From Boston/Cambridge

Take Route 2 West to I-95/Route 128 North. Follow I-95/Route 128 North to Exit 32A (Route 3 North). Take Exit 26, Route 62 and turn right at the bottom of the ramp onto Route 62. Follow approximately one half mile to second set of traffic lights; turn left on Middlesex Turnpike. Aware, Inc. is on the left.

Matters To Be Considered At The Annual Meeting

Proposal ONE—ElectionOne—Re-Election of Class III Directors

TheOur board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated for electionre-election as Class IIIII directors Brent P. JohnstoneRobert A. Eckel and John S. Stafford, III,Peter R. Faubert, each of whom is currently a Class IIIII director of Aware. The Class III directors elected at the annual meeting will hold office until the annual meeting of stockholders in 20192026 and until their successors are duly elected and qualified.

Each nominee has agreed to serve if elected, and Aware haswe 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 for more than oneonce for a nominee.

TheOur board of directors recommends that you voteFOR the electionre-election of Brent P. JohnstoneRobert A. Eckel and John S. Stafford, III,Peter R. Faubert as Class IIIII directors of Aware.

Proposal Two—Advisory Vote on Executive Compensation

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 19.18. While this vote is advisory and not binding, on our company, it will provide information to our peopleboard 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 20162023 and beyond. See the “Compensation Discussion and Analysis” section beginning on page 15 for more information on the determination of our 2015 executive compensation program.

At our 20112017 annual meeting of stockholders, our stockholders voted to approve, on an advisory basis, every yeartwo years as the preferred frequency of our holding advisory stockholder votes to approve the compensation paid to our named executive officers. Consistent with that result,Although our stockholders approved holding advisory stockholder votes every two years, our board of directors has decided 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 Discussion and Analysis 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, the Boardour board of Directorsdirectors recommends that stockholders approve the executive compensation program by approving the following advisory resolution:

RESOLVED, that the stockholders of Aware, IncInc. approve, on an advisory basis, the compensation of the individuals identified in the Summary Compensation Table, as disclosed in the Aware, Inc. 20162023 proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis section, the compensation tables and the accompanying footnotes and narratives within the Executive Compensation section of this proxy statement).

The BoardOur board of Directorsdirectors recommends that you vote “FOR” the Advisory (Non-Binding) Vote approving our Named Executive Officer Compensation.

Proposal THREE – ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

In addition to the advisory approval of our executive compensation program, we are also seeking a non-binding determination from our stockholders as to the frequency with which stockholders would have an opportunity to provide an advisory approval of our executive compensation program. We are providing stockholders the option of selecting a frequency of one, two or three years, or abstaining. For the reasons described below, we recommend that our stockholders select a frequency of one year, or an annual vote

In formulating its recommendation, our board of directors considered that an annual advisory vote on executive compensation will allow our stockholders to provide us with timely input on the compensation of our named executive officers as disclosed in the proxy statement. The board of directors 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 therefore request that our stockholders select “One Year” when voting on the frequency of advisory votes on executive compensation. Although the advisory vote is non-binding, our board of directors will review the results of the vote and take them into account in making a determination concerning the frequency of advisory votes on executive compensation.

The Board of Directors recommends stockholders select “ONE YEAR” on the proposal recommending the frequency of advisory votes on executive compensation.

PROPOSAL FOUR - 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, 2023. RSM US LLP audited our financial statements for the fiscal year ended December 31, 2022. 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, 2023.

Corporate Governance

In designing itsour corporate governance structure, Aware seekswe seek to identify and implement the best practices that will serve the interests of Aware’sour 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 Aware’sour current corporate governance principles, including Aware’sour code of ethics and the charters for the standing committees of Aware’sour board of directors, on Aware’sour website at www.aware.com.www.aware.com. The code of ethics applies to not only Aware’sour principal executive officer, principal financial officer and principal accounting officer, but also all of our other employees, executive officers and directors of Aware.directors. The code of ethics includes, among other things, provisions covering compliance with laws and regulations, conflicts of interest, insider trading, proper use of Aware’sour 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. Aware intendsWe have also adopted a policy that forbids our officers, directors and employees engage in short-term or other speculative trading, such as short sales, option sales or purchases, or other derivatives trading in our securities. We intend to continue to modify itsour policies and practices to address ongoing developments in the area of corporate governance. Many features of Aware’sour corporate governance principles are discussed in other sections of this proxy statement. Some of the highlights of Aware’sour corporate governance principles are:

Directors and Executive Officers

Directors and executive officers

The following table provides information regarding Aware’s directors and executive officers as of April 1, 2016:March 22, 2023:

(1) Member of the executive committee

John S. Stafford, Jr.has served as a director of Aware since January 2011 and as chairman since October 2011. Mr. Stafford had previously been a director of Aware from 1988 through 1998.  Mr. Stafford co-founded Ronin Capital, LLC in 2001 and since 2001 has been a Board Member of Ronin Capital, which is a registered broker dealer with proprietary trading operations encompassing equity, fixed income and derivative securities.  Mr. Stafford has invested in numerous early-stage technology and biotechnology companies.  Our board benefits from Mr. Stafford’s significant experience as an investor in numerous technology companies and the fact that, as one of our significant stockholders, his and our stockholders’ interests in the success of Aware are aligned.

Brian D. Connollyhas 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 18 years of experience in the financial services and investing field and his expertise in finance.

Brent P. Johnstone has been a director of Aware since May 2012.2012 and as chairman since March 2019. Mr. Johnstone serves as a managing director for Quarry Capital Management LLC, a private investment firm which he co-founded in 2005. Mr. Johnstone also serves as Managing Director of ActVantage, L.P. an analytics software and advisory firm 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 22over 25 years’ experience in the investment and financial services industries and his expertise in finance.

Adrian F. KruseDavid B. Barcelo has been a directorserved as chief financial officer of Aware since October 2003.May 2020. Mr. Kruse was an audit partnerBarcelo previously served as Vice President of Ernst & Young LLP, serving clients principally in the financial services industry,Strategic Marketing and Partnerships, Digital Identity of IDEMIA Identity and Security USA LLC from 1976 until his retirement in March 1998. From 1967December 2017 to 1976, heMay 2020. Prior to that, from August 2011 to December 2017 Mr. Barcelo served audit clientsas Vice President of Ernst & Young LLP in various capacities.Strategy

and Corporate Development of Idemia. Mr. Kruse isBarcelo received a Certified Public Accountant and holds a B.B.A. degreeB.A. from theYale University of Wisconsin and a J.D. degreeM.B.A. from the University of Wisconsin School of Law. Mr. Kruse also serves as a life director of the Presbyterian Homes and as a director of MEI, Inc. Our board benefits from Mr. Kruse’s accounting and auditing experience of over 31 years at one of the world’s leading accounting firms, which qualifies him as a financial expert, as well as his experience serving on other boards of directors.Boston University.

Richard P. MobergBrian D. Connolly has served as a director of Aware since October 2011.January 2012. Mr. Moberg has been Aware’s co-chief executive officer and co-president since April 1, 2011. He has served as Aware’s chief financial officer since February 2008. Mr. Moberg previously served as Aware’s chief financial officer from June 1996 to October 2003.Connolly is currently a portfolio manager for Millstreet Capital Management LLC, an investment firm which he co-founded in 2010. Prior to rejoining Aware,Millstreet Capital Management LLC, Mr. Moberg served as chief financial officer at Crossbeam Systems, Inc. from October 2003 to June 2006. From June 2006 to November 2007, Mr. Moberg served as managing director at Fenway Consulting Group. From January 2008 to February 2008, Mr. MobergConnolly served as a consultantsenior analyst at Regiment Capital Advisors, LP from 2005 to Aware.2008. From December 19902000 to June 1996,2005, Mr. Moberg heldConnolly served as a number of positionsresearch analyst at Lotus Development Corporation, including corporate controllerFidelity Management & Research Company. Mr. Connolly received a B.A. from June 1995 to June 1996, assistant corporate controller from May 1993 to June 1995,Harvard University and director of financial services from December 1990 to May 1993. Mr. Moberg received an M.B.A. from Bentley College and a B.B.A. in accounting from the UniversityMassachusetts Institute of Massachusetts at Amherst.Technology Sloan School of Management. Our board benefits from Mr. Moberg’s understanding of our people, products and culture acquiredConnolly’s over 1520 years of service as an employee of Aware.experience in the financial services and investing field and his expertise in finance.

Kevin T. RussellRobert A. Eckel has served as a director of Aware since October 2011. Mr. Russell has beenSeptember 2019, when he was also appointed as Aware’s co-chiefchief executive officer and co-president since April 1, 2011. He has servedpresident. Mr. Eckel is a member of the board of directors and nominating committee for the International Biometrics and Identity Association ("IBIA"), an international trade group representing the identification technology industry. In addition, Mr. Eckel was as Aware’s general counsel since September 2005. Mr. Russell previously served as Aware’s corporate counsel from April 2000 to September 2005. a strategic advisory board member of Evolv, a leader in free-flow threat detection technology. Prior to joining Aware,his advisory and consulting work, Mr. RussellEckel served in an executive capacity at Digimarc Corporation and subsequent acquiring organizations with increased levels of responsibility from 2005 to2018. His roles in each of the organizations was as legal counselfollows: president of the Identity Systems division of Digimarc Corporation from 2005 to 2008; executive vice president and president in the Secure Credentialing Division of L-1 Identity Solutions Company from 2008 to 2011; president and chief executive officer at IRIS Graphics, Inc.MorphoTrust USA LLC from November 19942011 to April 2000.2017; and regional president, chief executive officer of NORAM Identity & Security division of Idemia from 2017 to 2018. Mr. RussellEckel received a J.D. from Boston University School of Law and a B.B.A.Bachelor’s Degree in Electrical Engineering from the University of Massachusetts at Amherst.Connecticut and a Master’s Degree in Electrical Engineering from the University of California Los Angeles. Our board benefits from Mr. Russell’s understandingEckel’s over 30 years’ experience working with technology companies.

Gary Evee has been a director of our people, productsAware since February 2021. Since January 2018, Mr. Evee has served as chief executive officer of Evee Consulting Group, a technology and culturedigital 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.

Peter R. Faubert has been a director of Aware since March 2020. Since May 2022, Mr. Faubert has served as Chief Financial Officer of Vecna Robotics, Inc., an intelligent material

handling automation 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, 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. Prior to Evolv, 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.

Craig A. Herman has served as chief revenue officer of serviceAware since August 2022. Mr. Herman previously served as an employeeSenior Vice President, Sales and Account Management at 3Play Media, Inc. a provider of Aware.closed captioning, transcription and audio description services, from April 2020 to June 2022. Prior to that, from July 2017 to April 2020 Mr. Herman was the Senior Vice-President of Sales and Demand Generation at 360insights, a global channel engagement and business optimization company. Mr. Herman received a B.S. from Marquette 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. Mr. Stafford, III is the son of Mr. Stafford, Jr. 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.

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 nine,seven. The current terms of Mr. Connolly and there are currently two vacancies on the board of directors.Mr. Evee, our Class I directors, will expire at our 2024 annual meeting. The current terms of Messrs. KruseJohnstone and Stafford, Jr., Aware’sIII, our Class II directors, will expire at our 2025 annual meeting. The current terms of Messrs. Eckel and Faubert, our Class III directors, will expire at theour 2023 annual meeting to be held in 2017. The current terms of Messrs. Connolly, Moberg and Russell, Aware’s Class I directors, will expire at the annual meeting to be held in 2018. The current term of Messrs. Johnstone and Stafford, III, Aware’s Class II directors, will expire at the annual meeting to be held on May 25, 2016.

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 Aware’sany of our directors and executive officers, exceptofficers.

We require that Mr. Stafford, Jr.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 fatherbest interests of Mr. Stafford, III.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 2023 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 Diversity Matrix (as of March 31, 2022)

BoardleadershipBoardleadership structure and role in risk oversight

TheOur board of directors believes that Aware and its stockholders are best served at this time by having Mr. Stafford, Jr.Johnstone serve as our chairman and Mr. Moberg and Mr. RussellEckel serve as co-chiefour chief executive officersofficer and co-presidents.president. In his role as chairman, Mr. StaffordJohnstone oversees key strategic, corporate and governance activities. In theirhis position as co-chiefchief executive officersofficer and co-presidents,president, Mr. Moberg and Mr. Russell, overseeEckel, 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. Stafford’sJohnstone’s responsibilities include the following:

Aware’sOur 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, the Boardour 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) the Company iswe 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 with assistance from Aware’s General Counsel, is responsible for reviewing and approving anyproposed related person transaction. The policy requires that the audit committeetransactions and must approve any related person transaction subject to the policy before commencement of the related person transaction. The policy states that the audit committee will approve only those related person transactions that the audit committee determines are beneficial to Awareus and the terms of which are fair to Aware.

us.

In 2015, Aware2022 and the portion of 2023 through the date of this proxy statement, we did not have any transactions with a related person.

Committees and meetings of the board

During 2015, the2022, our board of directors met sixfive times and took actionthree actions by written consent four times.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. Aware hasWe have a compensation committee, an audit committee, an executive committee, and a nominating and corporate governance committee.

Executive Committee. Aware’sOur executive committee is currently composed of RichardRobert A. Eckel, Brent P. Moberg, Kevin T. Russell, John S. Stafford, Jr.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 the by-laws of Aware;our by-laws; change theour principal office of Aware;office; authorize the payment of any dividend or distribution to stockholders of Aware;our stockholders; authorize theour reacquisition of capital stock for value; andor authorize a merger. In 2015,2022, the executive committee did not meet and took no action by written consent.met three times.

Compensation Committee. Aware’sOur compensation committee is currently composed of three outsideindependent directors, Brian D. Connolly, who serves as chairman, John S. Stafford, III who serves as chairman,and Brent P. Johnstone and John S. Stafford, Jr..Johnstone. In 2015,2022, the compensation committee held twothree meetings and took actiontwo actions by written consent two times.consent. In March 2004, Aware’sour board of directors adopted a Compensation Committee Charter, which it amended in September 2014.March 2019. The Compensation Committee Charter, as amended, is available on Aware’sour website at www.aware.com.www.aware.com.

Audit Committee. Aware’sOur audit committee is currently composed of Adrian F. Kruse,Peter R. Faubert, who serves as chairman, Brian D. Connolly and Brent P. Johnstone. Aware’sOur board of directors has determined that Mr. KruseFaubert is each an audit committee financial expert under Securities and Exchange Commission rules. In 2015,2022, the audit committee met seven times and took no action by written consent.five times. In March 2004, Aware’sour board of directors adopted aan Audit Committee Charter, which it amended in December 2014.March 2019. The Audit Committee Charter, as amended, is available on Aware’sour website at www.aware.com.www.aware.com.

Nominating and Corporate Governance Committee. Aware’sOur nominating and corporate governance committee is currently composed of three outside directors, John S. Stafford, Jr.,five independent directors: Gary Evee who serves as chairman, Brent P. Johnstone, Brian D. Connolly, Peter R. Faubert and Adrian F. Kruse.John S. Stafford III. In 2015,2022, the nominating and corporate governance committee held two meetings and took noone action by written consent. In March 2004, Aware’sour board of directors adopted a Nominating and Corporate Governance Committee Charter, which it amended in March 2014.2019. The Nominating and Corporate Governance Committee Charter, as amended, is available on Aware’sour website at www.aware.com.www.aware.com.

The nominating and corporate governance committee, in consultation with our co-presidentspresident and co-chiefchief executive officers,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.

The committee reviews fromFrom 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 co-presidentspresident and co-chiefchief executive officers,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 of Aware 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 December 2015.

March 2023.

The board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated for election at the 20162023 annual meeting of stockholders as Class IIIII directors Brent P. JohnstoneRobert A. Eckel and John S. Stafford, III,Peter R. Faubert, each of whom is currently a Class IIIII director of Aware. In nominating Mr. Johnstone,Eckel, the board and committee took into account Mr. Johnstone’sEckel’s experience as our chief executive officer and president since September 2019, as well as his over twenty three years of30 years’ experience in the financial services and investing field and his expertise in finance.technology companies. In nominating Mr. Stafford, III,Faubert, the board and committee took into account Mr. Stafford, III’s manyFaubert’s over 15 years of businessas a chief financial officer and investmentsenior finance professional and his experience as well as the fact that, as one of the largest stockholders, his and our stockholders’ interests in the success of Aware are aligned.with high technology companies.

Policy regarding board attendance

To the extent reasonably practicable, directors are expected to attend board meetings and meetings of committees on which they serve. Directors are encouraged to attend Aware’sour annual meeting of stockholders. Last year, threeone of our directors attended the annual meeting.

Communications with our board of directors

Aware’sOur 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 Aware’sour 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., 40 Middlesex Turnpike, Bedford,76 Blanchard Road Burlington, Massachusetts 01730,01803, and should include with the correspondence evidence that the sender of the communication is one of Aware’sour 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. Aware’sOur 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, Aware’sour 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

Aware hasWe 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 Aware’sour principal executive officer, principal financial officer and principal accounting officer. Aware’sOur code of ethics includes, among other things, provisions covering compliance with laws and regulations, conflicts of interest, insider trading, proper use of Aware’sour 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. Aware’sOur code of ethics is available on Aware’sour website at www.aware.com.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.www.aware.com.

Compensation committee interlocks and insider participation

Aware’sOur compensation committee is currently composed of Messrs. Connolly, Johnstone, Stafford, Jr. and Stafford, III. In 2015,2022, no officer or employee of Aware, including Aware’sour executives, participated in the deliberations of the compensation committee concerning the compensation of Aware’sour executive officers. No interlocking relationship existed between Aware’sour board of directors or compensation committee and the board of directors or compensation committee of any other company in 2015.

2022.

Compensation of Executive Officers and Directors

Compensation Discussion and Analysis

Overview.The Compensation Committee has the responsibility to review the performance and development of Company management in achieving corporate goals and objectives and to assure that senior executives of the Company are compensated effectively in a manner consistent with the strategy of the Company, competitive practice, and the requirements of the appropriate regulatory bodies. Toward that end, the Compensation Committee oversees, reviews and administers allExecutive compensation equity and employee benefit plans and programs of the Company. The Compensation Committee is responsible for reviewing annually and determining the individual elements of total compensation for the Company’s co-presidents and co-chief executive officers and any other corporate officers. The Compensation Committee may delegate any of its responsibilities to a subcommittee of one or more members of the Committee, the co-presidents and co-chief executive officers or to a committee of senior executive officers when appropriate and consistent with applicable law. The Compensation Committee acts pursuant to a charter that has been approved by the board of directors.

In 2015, the following persons served as our executive officers: Richard P. Moberg, co-president and co-chief executive officer, chief financial officer and Kevin T. Russell, co-president and co-chief executive officer, general counsel. Mr. Moberg and Mr. Russell were appointed co-presidents and co-chief executive officers on April 1, 2011.

Compensation program objectives. The objectives of the Company’s executive compensation programs are to attract, motivate and retain executives who drive the Company’s success and to assure that senior executives of the Company are compensated effectively in a manner consistent with the strategy of the Company, competitive practice, and the requirements of appropriate regulatory bodies. The executive compensation programs are designed to reward individuals for advancing business strategies, further developing the Company and its people, and the achievement of individual and Company performance goals. The Compensation Committee also takes into consideration the individual’s performance in determining the compensation elements for each of the Company’s Named Executive Officers.

Role of executive officers in determining executive compensation.In 2015, no executive officer assisted the Compensation Committee in determining executive compensation, including recommendations for executive officer compensation. The Compensation Committee makes the final determination on executive compensation for all the Company’s executives, including the Named Executive Officers shown in the tables under Executive Compensation.

Corporate performance goals.In prior years, the Company has utilized corporate performance goals in reviewing the overall compensation for executives. More specifically, the Company has utilized corporate performance goals primarily in determining the amount of a cash incentive award to give to executives. During 2015, the Company did not have a cash incentive award program for executive officers. The Company did not have a cash incentive program in 2015 as the Compensation Committee determined that a cash base salary and an unrestricted stock grant were sufficient compensation for 2015.

Equity compensation grant timing/pricing. The Company’s practice with regard to the granting of equity awards has been to grant stock equity awards to directors upon their initial election to the Company’s board of directors. Since 2013, the Company has granted stock equity awards to directors and officers on an annual basis in recognition of their contributions to the Company.

Compensation benchmarking.In 2015, the Compensation Committee did not retain a third party compensation consultant to compile compensation benchmark data. The Compensation Committee determined that the combination of a cash base salary at the same level as 2013 and 2014, and unrestricted stock awards to its executive officers were sufficient compensation for 2015 and therefore elected not to retain a third party compensation consultant to compile compensation benchmark data.

Compensation program elements.The Company’s executive compensation package for 2015 consisted of two principal elements: 1) a cash base salary and 2) a stock-based equity incentive award.

Salary

The salary element of the Company’s executive compensation policy is designed to give executives assurance of a base level of compensation commensurate with the executive’s position and duration of employment with the Company and competitive with salaries for officers holding comparable positions in the industry. Mr. Moberg’s base annual salary remained unchanged during 2015 at $260,000. Mr. Russell’s base annual salary remained unchanged during 2015 at $250,000.

Stock-based equity incentive compensation

The Company has in the past emphasized long-term equity incentive compensation in order to align the interests of management with the stockholders’ interests in the financial performance of the Company for fiscal quarters, the fiscal year and the longer term. In determining long-term equity incentive grants, the Company has in the past considered the three-year average value resulting from long-term incentive compensation such as restricted stock grants, performance plans, stock appreciation rights and stock option grants made at comparable companies. The value of any stock options is based upon the Black-Scholes formula. The Company also considers in part the value of options and prior stock awards held by the executive officers and the extent to which the Company believed those options and stock grants would provide sufficient motivation to the executive officers to achieve the Company’s goals. In 2012, the Company did not grant any stock-based equity incentive compensation to any executive officer as the Compensation Committee determined that a cash base salary was sufficient compensation for 2012. In April 2013, the Company granted unrestricted stock awards in the amounts of 25,000 and 25,000 shares to Mr. Moberg and Mr. Russell, respectively, in recognition of their individual contributions to the Company. In March 2014, the Compensation Committee granted unrestricted stock awards in the amounts of 35,000 and 35,000 shares to Mr. Moberg and Mr. Russell, respectively, in recognition of their ongoing contributions to the Company. In March 2015, the Compensation Committee granted unrestricted stock awards in the amounts of 35,000 and 35,000 shares to Mr. Moberg and Mr. Russell, respectively, in recognition of their ongoing contributions to the Company. The unrestricted shares were to be issued in two (2) equal installments on June 30, 2015 and December 31, 2015 provided each officer was serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates. In March 2016, the Compensation Committee granted unrestricted stock awards in the amounts of 35,000 and 35,000 shares to Mr. Moberg and Mr. Russell, respectively, in recognition of their ongoing contributions to the Company. The unrestricted shares were to be issued in two (2) equal installments on June 30, 2016 and December 31, 2016 provided each officer is serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates.

Other Compensation

The Company’s executive officers are also eligible to participate in other employee benefit plans, including health and life insurance plans and a 401(k) retirement plan, on substantially the same terms as other employees who met applicable eligibility criteria, subject to any legal limitations on the amounts that could have been contributed or the benefits that could have been paid under these plans.

Salary in Proportion to Total Compensation

In 2015, the base salary paid to Mr. Moberg represented approximately 62% of his total compensation. In 2015, the base salary paid to Mr. Russell represented approximately 61% of his total compensation.

Compensation program elements rationale.Historically, in establishing compensation for executives, the Company’s Compensation Committee has monitored salaries, other cash compensation and long-term equity incentive compensation at other companies, particularly companies with similar enterprise value and companies in the same industry. In addition, for each executive the Compensation Committee considers historic salary levels, work responsibilities and compensation relative to other employees at the Company. The Compensation Committee also considers general economic conditions, the Company’s performance and each individual’s performance.

The Company’s selection of cash and stock-based equity incentive as the primary elements of executive compensation is in furtherance of the Company’s compensation program objectives. The cash element, including the base salary, along with the stock-based equity incentive element, help the Company to achieve the objective of attracting, motivating and retaining executives who drive the Company’s success. The Company has determined that the aforementioned elements help to achieve the Company’s compensation objectives and that additional compensation elements are not required. The Company reviewed the results of the “say on pay” votes at recent stockholders’ meetings and determined that no adjustments to the Company’s overall philosophy of executive compensation were necessary.

Impact of accounting and tax treatments on compensation.The Company reviews the compensation provided to executive officers in conjunction with the potential tax consequences that may result with respect to certain compensation elements. For example, Section 162(m) of the Internal Revenue Code limits the Company’s ability to deduct, for income tax purposes, compensation in excess of $1.0 million paid to the chief executive officer, the chief financial officer and the three most highly compensated executive officers of the Company (other than the chief executive officer and chief financial officer) in any year, unless the compensation qualifies as “performance-based compensation.” Equity awards that the Company grants under its 2001 Nonqualified Stock Plan do not qualify as "performance-based compensation" because the Plan has not been approved by the Company's stockholders. In 2015, the aggregate base salaries, bonuses and other non-equity compensation of the Company’s executive officers did not exceed the $1.0 million limit. The Compensation Committee does not expect that non-equity compensation will exceed the $1.0 million limit in the foreseeable future. With respect to equity compensation, the Compensation Committee’s policy with respect to Section 162(m) is that it would prefer to cause compensation to be deductible by the Company; however, the Compensation Committee also weighs the need to provide appropriate incentives to the Company’s executive officers against the potential adverse tax consequences that may result under Section 162(m) from the grant of compensation that does not qualify as performance-based compensation. The Compensation Committee has authorized and may continue to authorize compensation payments that do not qualify as performance-based compensation and that are in excess of the limits in circumstances when the Compensation Committee believes such payment is appropriate.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis with management, and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

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, 20152022 by Aware’s current co-chiefour Mr. Eckel, our chief executive officer, and our other most highly compensated executive officers, Mr. Barcelo and co-presidents:

Mr. Lazzouni. We refer to Messrs. Eckel, Barcelo and Lazzouni as our named executive officers or our NEOs.

Summary Compensation Table

In addition, for Mr. Mungovan, all other compensation includes $94,417 in severance payments made to Mr. Mungovan during 2022 in connection with his termination on August 31, 2022 as our Chief Commercial Officer.

2022 Executive Bonus Plan

On March 9, 2022, the compensation committee approved the Aware, Inc. 2022 Executive Bonus Plan (the “2022 Plan”) and established performance criteria and target bonuses thereunder.

Pursuant to the 2022 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 $154,000. Mr. Lazzouni was eligible to receive a target bonus of $143,000, Mr. Barcelo was eligible to receive a target bonus of $103,000 and Mr. Mungovan was eligible to receive a bonus of $141,625.

The financial goals under the 2022 Plan were tied to achievement by Aware of revenue and operating cash flow targets for 2022 (the “2022 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 2022 Financial Goals were met at the 85% level and a payment equal to 100% of his respective target bonuses if the 2022 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 2022 Financial Goals to be calculated by linear interpolation. The components of 2022 Financial Goals were weighted as 50% revenue and 50% operating cash flow for each of the named executive officers. For purposes of determining operating cash flow under the 2022 Plan, the Compensation Committee exercised its discretion to provide credit for a $1.4 million income tax carry back claim related to the CARES act that is in process and expected to be paid to the Company in 2023. Aware’s revenue for 2022 was $16.0 million, which fell below the payment threshold for that goal. Aware’s operating cash flow for 2022 was $(5.0) million, which, as adjusted to provide credit for the income tax carry back claim, exceed the target for that goal. As a result, our named executive officers received bonuses under the 2022 Plan with respect to the 2022 Financial Goals as follows:

Grants(1) Mr. Mungovan's employment by Aware terminated as of Plan-Based Awards in 2015August 31, 2022 at which time he became ineligible to receive a payment under the 2022 Plan.

The operational goals under the 2022 Plan were specific to each named executive officer. Under the 2022 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 2022 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:

(1) Mr. Mungovans's employment by Aware terminated as of August 31, 2022 at which time he became ineligible to receive a payment under the 2022 plan.

Outstanding Equity Awards At December 31, 20152022

The following table summarizes the option awards and stock awards outstanding as of December 31, 20152022 held by our named executive officers.

Option Exercises and Stock Vested

The following table summarizes

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

Employment Agreements

Change in Control RetentionWe entered into an Employment Agreement

On March 26, 2015, Aware and (the “Employment Agreement”) with each of itsour named executive officers, Richard P. Mobergas follows: on September 19, 2019 with Robert A. Eckel, on May 4, 2020 with David B. Barcelo, on November 19, 2019 with Mohamed Lazzouni and Kevin T. Russell, entered into a Change in Control Retention Agreement (the “Change in Control Agreement”). on October 1, 2019 with Robert M. Mungovan.

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 inof 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 Awareus without “Cause” or (b) by the executive upon the occurrence of an “Event of Constructive Termination”for “Good Reason” (as those terms are defined in the Change in ControlEmployment Agreement), the executive will receive from Aware:us: (i) a lump-sum amount equal to eighteen (18) months’ of(A) 1.5 times (B) the executive’s annual base annual salary at the highest rate in effect at any timepaid during the twelve (12) months immediately preceding the termination of the executive’s employment, with Awaredivided 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. Aware’sOur obligation to provide the foregoing benefits is subject to the executive entering into a new noncompetition agreement with Awareus that contains noncompetition and employee non-solicitation covenants in effect for one year from termination of the executive’s employment with Aware and the effectiveness of a release of claims executed by the executive in favor of Aware.us.

The following table quantifiesAmendment to Employment Agreement with Mr. Mungovan.

On July 15, 2022, we and Mr. Mungovan entered into an amendment to Mr. Mungovan’s Employment Agreement. Under the amounts that would be payable to Aware’s executive officers upon terminationterms of theirthe amendment, Mr. Mungovan’s employment within 18 months after a Change of Control by Aware without Cause or by the executive asterminated on August 31, 2022, and Mr. Mungovan agreed to assist Aware in transitioning his position to Mr. Herman. Following Mr. Mungovan’s execution and delivery of a result of an Event of Constructive Termination. The amounts shown assume that each termination of employment was effective as of December 31, 2015. The amounts shownnoncompetition agreement and a release in the table are estimatesforms attached to his Employment Agreement, we agreed to continue to pay him his base salary for a period of the amounts which would be paid upon termination of employment. The actual amounts to be paid can only be determined at the time of an actual termination of employment.12 months beginning on September 1, 2022.

Termination by Aware without Cause or by

the Named Executive Officer upon an Event of Constructive Termination

Following a Change of Control

Other Separation Benefits

With the exception of the Employment Agreements and Change in Control Agreements, Aware’sour 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, except that executive officers have two (2) years post-termination to exercise vested, unexpired options, while other employees have less than two (2) years post-termination to exercise vested, unexpired options.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 termination of employment, retirement or change in control.retirement.

Pay for Performance Table

DirectorThe 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.

Aware reimbursesWhile 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 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.

Specific assumptions used to determine the fair value of options in the table above, using the Black-Scholes valuation model were expected term of 2.80-4.74 years based on the simplified method, volatility of 52-53% based on an average of historical volatility over the expected term of the stock options, and risk-free interest rate of 4.22% based on the U.S. Treasury yield curve equal to the expected term of the stock option.

Specific assumptions used to determine the fair value of options in the table above, using the Black-Scholes valuation model were expected term of 3.80-5.41 years based on the simplified method, volatility of 40-43% based on an average of historical volatility over the expected term of the stock options, and risk-free interest rate of 0.67-1.26% 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:

DIRECTOR COMPENSATION

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

In March 2015,2023, the Compensation Committee grantedapproved the following grants of unrestricted stock awards in the amounts of 10,000 shares to Mr. Stafford, Jr., Mr. Stafford, III, Mr. Kruse, Mr. Connolly and Mr. Johnstone, respectively,our directors under our 2001 Nonqualified Stock Plan in recognition of their ongoing contributions to the Company. Theus:

John Stafford, III was eligible for a grant of unrestricted stock of 27,192 shares werefor his 2023 director compensation. However, as our largest shareholder he elected to be issued in two (2) equal installments on June 30, 2015forego his director compensation 2023 and December 31, 2015 provided each director was serving as a director, officer or employeeresult did not receive a grant of unrestricted stock in 2023.

The number of shares underlying each award is equal to value of the Company or any subsidiaryaward divided by the closing price for a share of our common stock on the Nasdaq Global Market on the date of the Company on said dates. In March 2016,grant. For 2022 and 2023, the Compensation Committee granted unrestricted stock awards in the amounts of 10,000 shares to Mr. Stafford, Jr., Mr. Stafford, III, Mr. Kruse, Mr. Connolly and Mr. Johnstone, respectively, in recognition of their ongoing contributions to the Company. The unrestricted shares were to be issued in two (2) equal installments on June 30, 2016 and December 31, 2016 provided each director is serving as a director, officer or employeevalue of the Company or any subsidiary of the Company on said dates.director awards was determined as follows:

The following table provides information about the cash compensation and unrestricted stock grants.

of our directors for 2022.

Non-Employee Director Compensation Table for 20152022