Brent P. Johnstone
About Brent P. Johnstone
Brent P. Johnstone (age 54) is an independent director of Aware, Inc. (AWRE) who has served on the board since May 2012; he was chairman from March 2019 through March 2025 . He holds a B.A. from Harvard College and an M.B.A. from Harvard Business School, and brings over 25 years of investment and financial services experience . The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aware, Inc. | Chairman of the Board | Mar 2019–Mar 2025 | Led board; transitioned chair role to independent director Gary Evee in Apr 2025 |
| Royal Pet Supplies (Quarry Capital portfolio) | CEO | Jun 2010–Jun 2012 | Operational leadership at portfolio company; board member since Mar 2009 |
| Thomson Financial (Investment Mgmt Division) | Vice President | 2003–2005 | Financial services leadership |
| TheMarkets.com | General Manager, TheMarketsPro | 2002–2003 | Product/business leadership |
| BulldogResearch.com | Co‑founder | Pre‑1998 | Fintech/market research entrepreneurship |
| Lehman Brothers | Private Client Services | 1998–1999 | Capital markets experience |
| SystemSoft Corporation | Strategic Marketing Associate | 1995–1996 | Technology marketing |
| Morgan Stanley (IB) | Analyst, Real Estate & Tech Corporate Finance | 1993–1995 | Investment banking experience |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| All American Commerce | Managing Director | Since Jan 2025 | E‑commerce support services |
| Bram Capital Partners | Managing Partner | Co‑founded 2022 | Private investment firm |
| Quarry Capital Management LLC | Managing Director | Co‑founded 2005 | Private investment firm |
| BPS Distribution Growth Holdings | Manager | Founded 2019 | Invests in analytics software/services/training |
| ActVantage, L.P. | Advisor | Since 2019 | Analytics software and advisory firm |
| Royal Pet Supplies, Inc. | Board Member | Since Mar 2009 | Portfolio company directorship |
Board Governance
- Independence and leadership: Johnstone is an independent director; Aware’s independent directors include Brent P. Johnstone, and each member of key committees meets Nasdaq independence requirements . He served as chairman until March 2025 and is currently a director .
- Committee assignments: Executive Committee (member), Audit Committee (member), Compensation Committee (member), Nominating & Corporate Governance Committee (member) .
- Attendance and engagement: In 2024, the board met 3 times (plus two actions by written consent); no incumbent director attended fewer than 75% of board/committee meetings. Audit met 5x; Compensation met 2x (plus 4 written consents); Nominating & Governance met 2x; Executive Committee did not meet .
- Annual meeting attendance: Only one director attended the prior year’s annual meeting (not specified); boards expect director attendance to meetings and committees served .
| Committee | 2024 Meetings | Johnstone Role |
|---|---|---|
| Executive Committee | 0 | Member |
| Audit Committee | 5 | Member (Chair: Faubert) |
| Compensation Committee | 2 (plus 4 written consents) | Member (Chair: Connolly) |
| Nominating & Corporate Governance Committee | 2 | Member (Chair: Evee) |
Fixed Compensation
- Aware pays non-employee directors primarily in the form of unrestricted stock awards; directors are reimbursed for expenses to attend meetings .
- 2024 non-employee director compensation (equity-only):
| Year | Stock Awards (#) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 36,479 | 71,500 | 71,500 |
- Director award role values (used to size grants) and 2025 share grant:
- 2025 role values: Board service $60,000; Audit member $5,000; Compensation member $5,000; Nominating & CG member $1,500 (sum $71,500) .
- March 2025 grant: 54,698 unrestricted shares to Johnstone; share count equals award value divided by closing price at grant date .
| Component (2025) | Value ($) |
|---|---|
| Board service (non-Chair) | 60,000 |
| Audit Committee member | 5,000 |
| Compensation Committee member | 5,000 |
| Nominating & Governance member | 1,500 |
| Total Award Value | 71,500 |
| Shares Granted (Mar 2025) | 54,698 |
Performance Compensation
- No performance-based director compensation is disclosed; Aware’s director awards are unrestricted stock, sized by board/committee roles rather than performance metrics .
| Performance Metric | Weight/Target | Payout | Notes |
|---|---|---|---|
| None disclosed for directors | — | — | Director compensation based on role values; not tied to TSR/financial KPIs |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Johnstone .
- Private boards/roles: Royal Pet Supplies (board member); multiple private investment entities (Quarry Capital, Bram Capital, BPS Distribution Growth Holdings) and advisory role at ActVantage .
- Potential interlocks/conflicts: Proxy states no related person transactions in 2024–2025 YTD; committee pre-approval policy for related party transactions in place .
| Entity | Type | Role | Potential Conflict with Aware |
|---|---|---|---|
| Royal Pet Supplies, Inc. | Private portfolio company | Board Member | None disclosed |
| Quarry Capital Mgmt / Bram Capital / BPS / ActVantage | Private investment/advisory | Managing Director/Partner/Manager/Advisor | None disclosed |
Expertise & Qualifications
- Finance, investment, and corporate governance expertise with prior IB and financial services roles at Morgan Stanley, Lehman, Thomson Financial, TheMarkets.com; entrepreneurial experience (BulldogResearch.com) .
- Education: Harvard College (B.A.), Harvard Business School (M.B.A.) .
Equity Ownership
- Beneficial ownership: 216,955 shares; 1.0% of outstanding; no options/right to acquire within 60 days .
- Policy: Aware forbids short-term/speculative trading and hedging/derivatives by officers/directors .
- Pledging: No pledging disclosed; no related party transactions in 2024–2025 YTD .
| Holder | Outstanding Shares | Right to Acquire | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Brent P. Johnstone | 216,955 | — | 216,955 | 1.0% |
Governance Assessment
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Alignment: Director comp is equity-only, sized by role, providing direct exposure to stock performance; Johnstone’s 2024 total was $71,500 in unrestricted stock; 2025 grant sized to $71,500 and delivered as 54,698 shares .
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Board effectiveness: Broad committee participation (member of Audit, Compensation, Nominating & Governance, and Executive Committees), meeting activity in 2024 indicates engaged governance; independence affirmed .
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Conflicts/Related-party: None disclosed; formal related person transaction policy with audit committee approval; no transactions in 2024–2025 YTD .
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Attendance: No director under 75% attendance threshold; note that only one director attended the prior annual meeting, which can be perceived as a shareholder engagement weakness if repeated .
-
RED FLAGS:
- Low annual meeting attendance by the board (only one director attending last year) could be viewed as suboptimal investor engagement if persistent .
- Multiple private investment affiliations warrant monitoring for potential related party interactions; however, none disclosed for 2024–2025 YTD .
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Investor confidence signals:
- Independence and cross-committee membership support robust oversight .
- Equity-only director compensation enhances ownership alignment; Johnstone held 216,955 shares (1.0%) as of Apr 15, 2025 and received ongoing unrestricted stock grants .
- Formal governance frameworks (committee charters; whistleblower procedures; code of ethics with hedging ban) strengthen control environment .
Overall, Johnstone’s tenure, independence, and finance expertise, combined with equity-based compensation and full committee participation, are supportive of board effectiveness and alignment; the primary governance watchpoint is board presence at annual meetings (engagement optics) and continued vigilance for any potential conflicts linked to private investment activities given his broad external roles .