Ajay K. Amlani
About Ajay K. Amlani
Ajay K. Amlani (age 51) was appointed President, Chief Executive Officer, and Class III director of Aware, Inc. effective February 3, 2025; he holds a B.S. in engineering and an MBA from the University of Michigan . Prior to Aware, he led Americas at iProov, served as CSO/GM at Credence Management Solutions, SVP/GM at IDEMIA, co-founded the precursor to CLEAR and YOU Technology, and helped launch the DoD’s Defense Innovation Unit; he is also a Senior Advisor at The Chertoff Group . Company performance context: 2024 revenue was $17.4 million and the company posted a $4.431 million net loss; 2025 say‑on‑pay passed with 94%+ support, indicating shareholder acceptance of compensation direction during leadership transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| iProov Ltd. | Head of the Americas | 2022–Jan 2025 | Led regional growth for a digital identity firm, expanding commercial/government presence . |
| Credence Management Solutions | Chief Strategy Officer & GM, Digital Identity BU | 2021–2022 | Set strategy and ran digital identity business serving federal/commercial clients . |
| IDEMIA Identity & Security USA | SVP Corporate Strategy & Development; GM Commercial | 2019–2021 | Built first partnerships with major handset OS, fintechs, wallets, and marketplaces . |
| U.S. DoD – Defense Innovation Unit | Launch team (under Sec. Carter/Mattis) | 2016–2019 | Helped stand up DIU to accelerate tech adoption across the military . |
| Verified Identity Pass (CLEAR precursor) | Co‑founder | — | Early identity platform that evolved into CLEAR . |
| YOU Technology | Co‑founder | — | Retailer‑focused identity/loyalty platform at scale . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Chertoff Group | Senior Advisor | Oct 2022–present | Advisory role on security/counterterrorism technology . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $400,000 annually . |
| Target Annual Bonus | Up to 50% of base salary, tied to company performance metrics set by the Compensation Committee (pro‑rated for partial year) . |
| Signing Bonus | $75,000, subject to pro‑rata clawback if terminated for Cause or resignation without Good Reason within 24 months . |
| Benefits/Perqs | Standard executive benefits; business class allowed on flights >5 hours; up to $50,000 relocation reimbursement if moving to greater Boston by 12/31/2025 . |
Performance Compensation
- Stock Options – Time-Based: 848,157 options at $1.70 exercise price; vesting 25% on Feb 3, 2026, then in 36 equal monthly installments through Feb 3, 2029, subject to service .
- Stock Options – Performance-Based:
- 106,020 options at $1.70; vests on Feb 3, 2026 if 2025 year-over-year bookings growth achieved; forfeits if not .
- 106,020 options at $1.70; vests on Feb 3, 2027 if 2026 year-over-year bookings growth achieved; forfeits if not .
- Award agreements contemplate that performance metrics may include financial, share price, or other criteria as set by the Committee .
Detailed 2025 bonus plan metrics/weightings for the CEO were to be set within one month of appointment; no further specifics were disclosed in filed materials as of the latest proxy/8‑K .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/15/2025) | 415,173 shares (2.0% of outstanding) . |
| Options Granted (CEO hire) | 848,157 time-based; 106,020 2025 performance; 106,020 2026 performance; all at $1.70 exercise price . |
| In-the-Money Status (as of 4/15/2025) | Nasdaq close $1.48 vs $1.70 strike → options out-of-the-money at that date (limits near-term selling pressure) . |
| Hedging/Pledging | Company policy forbids short-term/speculative trading and derivatives/hedging by officers/directors; no pledging disclosures noted . |
Employment Terms
| Scenario | Cash Severance | COBRA | Equity Vesting/Acceleration | Notes |
|---|---|---|---|---|
| Termination without Cause or Good Reason resignation | 12 months base salary (installments) | 12 months (difference vs active premium) | Not specified to accelerate for CEO in non‑CoC; equity per plan/award terms . | Release required . |
| Change of Control (CoC) – single trigger | — | — | All time‑based equity accelerates at CoC; performance equity treated per award or at target if unspecified . | Single‑trigger equity acceleration . |
| CoC + termination within 18 months (double trigger) | Lump sum: 12 months base + target bonus | 12 months | CoC acceleration as above; cash paid within 60 days (timing per 409A) . | Release required . |
| At‑will; Good Reason | At‑will employment; Good Reason includes 50+ mile forced relocation, material diminution in authority/comp, or similar (with notice and cure) . |
No separate pension, SERP, or deferred comp plans disclosed for the CEO; company does not maintain defined benefit or non‑qualified deferred comp plans for executives .
Board Governance: Service, Roles, Independence
- Service history: Appointed to Aware’s board as a Class III director concurrent with CEO appointment in Feb 2025; current Class III terms run to the 2026 annual meeting .
- Committee roles: None disclosed; all standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors .
- Dual‑role implications: CEO is not board chair; Aware appointed an independent chairman (Gary Evee) in April 2025, which mitigates CEO/Chair concentration risk and supports independent oversight .
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 11,037,948 | 668,425 | 221,304 | 4,435,510 |
High approval indicates investor support for compensation approach during the leadership transition .
Performance Context (Company)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($ millions) | 18.2 | 17.4 |
| YoY Change | — | −4.4% (calc. from 18.2→17.4) |
| Net Loss ($ millions) | 7.314 | 4.431 |
2024 bonus outcomes for NEOs prior to the CEO transition: financial goals (revenue and operating cash flow) were below threshold; no financial goal payouts; limited operational bonus paid to CTO; these underscore a tighter pay-for-performance posture ahead of the new CEO’s tenure .
Compensation Structure Analysis (signals)
- High at‑risk equity with significant option exposure (all initial equity in options; blend of time‑based and bookings‑linked performance options) aligns incentives with growth/turnaround outcomes but provides no immediate monetization given OTM status at grant/record dates .
- Cash elements (50% target bonus, modest signing bonus with clawback) are standard for micro-cap software/security peers and incorporate retention mechanics without heavy guarantees .
- Change‑of‑control terms: single‑trigger equity acceleration plus double‑trigger cash/benefits reflect market norms; inclusion of target‑level vesting for performance awards at CoC reduces uncertainty for executives and potential overhang for acquirers .
Risk Indicators & Red Flags (what’s disclosed)
- No related‑party transactions disclosed for 2024–through proxy date 2025 .
- Company‑wide option exchange occurred in early 2024 for other executives (no incremental fair value), a retention tool that may signal prior underwater equity; not specific to Amlani .
- Hedging/derivatives trading prohibited by policy; no pledging disclosed .
Investment Implications
- Alignment: Amlani’s package is heavily equity‑linked with performance‑based options tied to bookings growth, directly aligning payouts with commercial traction; equity remains OTM at $1.70 strike vs $1.48 reference, limiting near‑term selling pressure and focusing on execution .
- Retention: Standard 12‑month severance and 12‑month COBRA without CoC, plus target‑bonus inclusion and single‑trigger equity acceleration upon CoC, balance retention with flexibility—a typical micro-cap profile that should be sufficient absent aggressive external poaching .
- Execution bar: 2024 shortfalls on revenue and cash flow (pre‑Amlani) raise the hurdle for 2025–2026 performance awards; if bookings growth inflects under the new CEO, vesting of performance options can serve as a positive signal; failure to vest would be a negative indicator .
- Governance: Independent chair and fully independent committees mitigate dual‑role concerns; strong 2025 say‑on‑pay support suggests shareholders endorse the reset of incentives under new leadership .