AWARE INC /MA/

DEF 14A 1 awre-def14a-4-2025_-no.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No. )

AWARE, INC.

(Name of Registrant as Specified In Its Charter)

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

April 25, 2025

Dear Fellow Stockholder:

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

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

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

•

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

•

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

•

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

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

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

Sincerely,

/s/ Ajay K. Amlani

Ajay K. AmlaniChief Executive Officer and President

Notice of Annual Meeting of Stockholders

to be held on June 11, 2025

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

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

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

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

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

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

By order of the board of directors,

AJAY K. AMLANI

Chief Executive Officer and President

April 25, 2025

Burlington, Massachusetts

YOUR VOTE IS IMPORTANT

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

whether or not you plan to attend the meeting.

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

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

(781) 687-0300

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

to be held on June 11, 2025

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

Date: June 11, 2025

Time: 10:00 a.m.

Place: Aware, Inc.

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

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

PROXY STATEMENT

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