Aware (NASDAQ: AWRE) ties 2026 executive bonuses to revenue, EBITDA

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aware, Inc. adopted a new Executive Bonus Plan for 2026 that ties senior leaders’ cash bonuses to financial performance. The Compensation Committee set target bonuses of $200,000 for CEO Ajay Amlani, $120,000 each for CRO Brian Krause and CMO Lona Therrien, and $100,000 for CFO David Traverse.

Bonuses are based on two equally weighted performance goals: Revenue (50%) and Adjusted EBITDA (50%). Each goal has a threshold, target and enhanced target, with payouts ranging from 0% to up to 200% of the goal-specific target bonus, using linear interpolation between levels.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

CEO target bonus: $200,000 CRO target bonus: $120,000 CMO target bonus: $120,000 +4 more

7 metrics

CEO target bonus $200,000 Ajay Amlani 2026 Executive Bonus Plan

CRO target bonus $120,000 Brian Krause 2026 Executive Bonus Plan

CMO target bonus $120,000 Lona Therrien 2026 Executive Bonus Plan

CFO target bonus $100,000 David Traverse 2026 Executive Bonus Plan

Revenue weight 50% Performance goal weight in 2026 plan

Adjusted EBITDA weight 50% Performance goal weight in 2026 plan

Max bonus per goal 200% of goal target bonus At or above enhanced target performance

Key Terms

Adjusted EBITDA, Performance Goal, Performance Goal Threshold, Performance Goal Target, +2 more

6 terms

Adjusted EBITDA financial

"For purposes of the Plan, Adjusted EBITDA means the Corporation’s net income..."

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Performance Goal financial

"For each Performance Goal, the Compensation Committee established a threshold..."

Performance Goal Threshold financial

"If our performance in 2026 with respect to the Performance Goal meets the applicable Performance Goal Threshold..."

Performance Goal Target financial

"If our performance in 2026 with respect to the Performance Goal is equal to the Performance Goal Target..."

Performance Goal Target Bonus financial

"the target bonus potentially payable with respect to a Performance Goal (a “Performance Goal Target Bonus”) is equal to..."

linear interpolation financial

"the amount of the bonus payable with respect to that Performance Goal will be determined by linear interpretation."

Understanding 8-K Material Events →

04/15/2026 - 05:33 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): April 13, 2026

AWARE, INC.

(Exact name of registrant as specified in its charter)

     Massachusetts

     000-21129

     04-2911026

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (IRS Employer
Identification No.)

    

76 Blanchard Road, Burlington, MA, 01803

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 687-0300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class
 
     Trading
Symbol
 
     Name of Each Exchange
on Which Registered

     Common Stock, par value $.01 per share

     AWRE

     The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTOR; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 13, 2026, the Compensation Committee of our board of directors (the “Compensation Committee”) approved the Aware, Inc. Executive Bonus Plan for 2026 (the “Plan”) and established performance goals and target bonuses thereunder.

Pursuant to the Plan, each of Ajay Amlani, our Chief Executive Officer and President, Brian Krause, our Chief Revenue Officer, Lona Therrien, our Chief Marketing Officer, and David Traverse, our Chief Financial Officer, (the “Participants”), will be eligible to receive bonuses based upon the achievement of certain performance goals.

Under the Plan, Mr. Amlani will be eligible to receive a target bonus of $200,000; Mr. Krause will be eligible to receive a target bonus of $120,000; Ms. Therrien will be eligible to receive a target bonus of $120,000; and Mr. Traverse will be eligible to receive a target bonus of $100,000.

The amounts payable under the Plan to each of the Participants are based on our achievement of performance goals in 2026 (the “Performance Goals”) as follows:


Performance Goal	Performance Goal Weight
Revenue	50%
Adjusted EBITDA	50%

For purposes of the Plan, Adjusted EBITDA means the Corporation’s net income, calculated in accordance with GAAP, adjusted to exclude the impact, whether positive or negative, of interest, income taxes, depreciation and amortization, goodwill or other intangible non-cash impairment charges, stock-based compensation; and any bonuses that become payable under the Plan or any 2026 company-wide bonus plan.

Each Performance Goal is evaluated independently, and the target bonus potentially payable with respect to a Performance Goal (a “Performance Goal Target Bonus”) is equal to the Participant’s target bonus multiplied by the performance goal weight for that Performance Goal. For each Performance Goal, the Compensation Committee established a threshold (the “Performance Goal Threshold”) and a target (the “Performance Goal Target”). No bonuses will become payable under the Plan for any Performance Goal unless our Adjusted EBITDA in 2026 meets or exceeds a defined threshold.

If our Adjusted EBITDA for 2026 exceeds the defined threshold, then the bonus payable with respect to each Performance Goal shall be calculated as follows:

•

If our performance in 2026 with respect to the Performance Goal is less than the applicable Performance Goal Threshold, no bonus will be payable with respect to that Performance Goal;

•

If our performance in 2026 with respect to the Performance Goal meets the applicable Performance Goal Threshold, 25% of the Performance Goal Target Bonus will be payable with respect to that Performance Goal;

•

If our performance in 2026 with respect to the Performance Goal is equal to the Performance Goal Target, 100% of the Performance Goal Target Bonus will be payable with respect to that Performance Goal; and

•

If our performance in 2026 with respect to the performance goal is between the Performance Goal Threshold and the Performance Goal Target, the amount of the bonus payable with respect to that Performance Goal will be determined by linear interpretation.

In addition, the Compensation Committee established enhanced targets for each Performance Goal. An incremental bonus of up to 100% of the Performance Goal Target Bonus will be paid if our performance in 2026 with respect to that Performance Goal is equal to or exceeds the applicable enhanced target. If our performance in 2026 with respect to a Performance Goal falls between the applicable Performance Goal Target and the enhanced target, the bonus payable with respect to that Performance Goal will be determined through linear interpolation. No further bonus will be paid with respect to either Performance Goal for exceeding the enhanced target.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AWARE, INC.

Dated: April 15, 2026	By:	/s/ David K. Traverse
		David K. Traverse
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What compensation change did Aware (AWRE) approve for 2026 executives?

Aware approved a 2026 Executive Bonus Plan tying key officers’ cash bonuses to financial results. CEO, CRO, CMO and CFO will receive performance-based bonuses determined by revenue and Adjusted EBITDA outcomes relative to defined threshold, target and enhanced performance levels.

How large are the 2026 target bonuses for Aware (AWRE) executives?

CEO Ajay Amlani has a 2026 target bonus of $200,000. CRO Brian Krause and CMO Lona Therrien each have $120,000 targets, while CFO David Traverse’s target is $100,000, all subject to performance against revenue and Adjusted EBITDA goals.

What performance metrics drive Aware (AWRE) 2026 executive bonuses?

Bonuses depend on two metrics: Revenue and Adjusted EBITDA, each weighted 50%. Performance against these goals determines how much of each executive’s performance-goal target bonus is paid, with separate thresholds, targets and enhanced targets affecting payout levels.

How does Aware (AWRE) calculate Adjusted EBITDA for the 2026 plan?

Adjusted EBITDA starts from GAAP net income and excludes interest, income taxes, depreciation, amortization, goodwill or other intangible non-cash impairment, stock-based compensation, and any bonuses payable under the 2026 executive or company-wide bonus plans.

When do Aware (AWRE) executives earn no 2026 bonus under the plan?

No bonuses are paid unless 2026 Adjusted EBITDA reaches a defined threshold. For each performance goal, if results fall below that goal’s threshold, the bonus for that goal is zero, even if the other goal’s performance might qualify for a payout.

What is the maximum bonus opportunity in Aware (AWRE) 2026 plan?

For each performance goal, executives can earn up to 200% of that goal’s target bonus. This occurs if performance meets or exceeds an enhanced target, with payouts between the target and enhanced levels determined using linear interpolation.

Filing Exhibits & Attachments

1 document