Brian D. Connolly
About Brian D. Connolly
Brian D. Connolly, age 55, has served on Aware, Inc.’s board since January 2012. He is a co‑founder and portfolio manager at Millstreet Capital Management LLC and previously held investment research and analyst roles at Regiment Capital Advisors (2005–2008) and Fidelity Management & Research Company (2000–2005). He holds a B.A. from Harvard University and an M.B.A. from MIT Sloan School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Millstreet Capital Management LLC | Co‑founder; Portfolio Manager | 2010–present | Investment expertise brought to AWRE board |
| Regiment Capital Advisors, LP | Senior Analyst | 2005–2008 | Credit/investment analysis experience |
| Fidelity Management & Research Company | Research Analyst | 2000–2005 | Public markets research background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Millstreet Capital Management LLC | Portfolio Manager; Co‑founder | 2010–present | No other public company directorships disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under Nasdaq rules |
| Committees | Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member) |
| Meeting cadence (2024) | Board met 3 times; Compensation Committee held 2 meetings and 4 actions by written consent; Audit Committee met 5 times; Nominating & Corporate Governance met 2 times |
| Attendance | No incumbent director attended fewer than 75% of board/committee meetings (2024); one director attended the annual meeting (not named) |
| Board leadership | Chairman is independent director Gary Evee (as of Apr 2025) |
| Governance policies | Code of ethics; prohibition on short‑term/speculative trading, options/derivatives/hedging in AWRE securities |
| Related‑party transactions | None in 2024 and YTD 2025 |
Fixed Compensation
Director pay at Aware is delivered entirely in unrestricted stock awards (no cash retainers or meeting fees); directors are reimbursed for expenses. Annual grant values are tiered by role; counts of shares reflect grant value ÷ closing price on grant date .
| Year | Service Retainer ($) | Committee Fees ($) | Total Equity Award Value ($) | Stock Awards (#) |
|---|---|---|---|---|
| 2024 | 40,000 (director) | 16,500 (Comp Chair 10,000; Audit Member 5,000; Nominating Member 1,500) | 56,500 | 28,826 |
| 2025 | 60,000 (director) | 16,500 (Comp Chair 10,000; Audit Member 5,000; Nominating Member 1,500) | 76,500 | 51,342 |
Notes:
- March 2025 grants: Connolly received 51,342 shares; values were increased vs. 2024 (service retainer raised to $60,000; committee fees unchanged) .
- March 2024 grants: Connolly received 28,826 shares; total value $56,500 .
Performance Compensation
| Component | Instrument | Performance Metrics | Vesting/Conditions | 2024/2025 Treatment |
|---|---|---|---|---|
| Director equity grants | Unrestricted stock | None (no director performance targets) | Granted and not subject to performance conditions | Awards made per role‑based grant values; no options/PSUs for directors disclosed |
Aware’s performance‑based metrics apply to executive bonuses; directors’ compensation is not linked to revenue/TSR/ESG metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Connolly |
| Compensation committee interlocks | None in 2024 (no cross‑board interlocks) |
| Notable board composition factor | Compensation Committee includes John S. Stafford III, a ~24% shareholder; Connolly serves as Chair alongside Stafford and Brent Johnstone |
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | B.A., Harvard; M.B.A., MIT Sloan |
| Domain expertise | 20+ years in financial services and investing; board cites his finance expertise as beneficial |
| Audit financial expert designation | Not designated (Audit Committee financial expert is Peter R. Faubert) |
Equity Ownership
| As of (Record Date) | Outstanding Shares | Right to Acquire (60 days) | Total Beneficial | Percent |
|---|---|---|---|---|
| April 15, 2025 | 164,287 | — | 164,287 | <1% (asterisk denotes less than one percent) |
Additional ownership context:
- Anti‑hedging/short‑term trading policy applies to directors (no short sales, options/derivatives, or hedging transactions in AWRE securities) .
- No shares pledged as collateral disclosed; no related‑party transactions in 2024–2025 .
Governance Assessment
- Committee leadership and independence: Connolly is an independent director and chairs the Compensation Committee; he also serves on Audit and Nominating & Corporate Governance. Committee compositions are fully independent under Nasdaq rules, supporting board effectiveness .
- Engagement and discipline: The board and committees met regularly in 2024 with no directors below the 75% attendance threshold; as Compensation Chair, Connolly oversaw a bonus framework that paid zero for 2024 financial goals when revenue and operating cash flow targets were missed—indicative of pay‑for‑performance rigor .
- Alignment via equity‑only director pay: Connolly’s compensation is delivered entirely in unrestricted stock with role‑based grant values; 2025 awards increased the service retainer to $60,000, maintaining committee fee discipline and reinforcing ownership alignment .
- Ownership skin‑in‑the‑game: Connolly beneficially owns 164,287 shares (<1%); combined with annual equity grants and anti‑hedging policies, this supports alignment, though ownership is not large relative to total shares .
- Potential watchpoint (not a breach): The Compensation Committee includes John S. Stafford III, a 24.0% shareholder; while all committee members are independent, investors may monitor potential influence dynamics given concentrated ownership on a key committee .