Brian Krause
About Brian Krause
Brian Krause, 47, is Chief Revenue Officer (CRO) of Aware, Inc., serving since March 2025. He holds a B.S. in Accounting & Finance from Bridgewater State University and an MBA from Boston University . In Q3 2025 he appeared on Aware’s earnings call in his capacity as CRO, discussing federal and enterprise pipeline progress and go‑to‑market priorities . Company operating context during his early tenure: quarterly revenues moved from $4.80M in Q4’24 to $5.13M in Q3’25 (see table below; S&P Global data).*
Company performance context (quarterly)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($USD) | $4,797,000* | $3,608,000* | $3,895,000* | $5,129,000* |
| EBITDA ($USD) | -$1,333,000* | -$1,708,000* | -$1,818,000* | -$1,151,000* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Incode Technologies, Inc. | Managing Director, North America | Oct 2023 – Feb 2025 | Not disclosed |
| Veriff Inc. | Vice President, Global Revenue | Jul 2021 – Oct 2023 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed for Krause in the latest proxy |
Fixed Compensation
- Base salary: Not disclosed for Brian Krause in the 2025 proxy (2024 NEOs were CEO, CTO, CFO; Krause was not a 2024 NEO, so no salary table entry) .
- Target bonus % and actual bonus paid: Not disclosed for Krause; 2024 Executive Bonus Plan structure (for NEOs) provided for context below .
Performance Compensation
Company 2024 NEO bonus framework (context; Krause became CRO in 2025)
| Metric | Weight | Target/Mechanics | Actual/Payout |
|---|---|---|---|
| Financial goals (Revenue, Operating Cash Flow) | 70% total (50% revenue / 50% op. cash flow) | 50% payout at 85% of goal; 100% at 100%; linear in between; up to +50% kicker for revenue >100–110% | 2024 revenue $17.4M and operating cash flow below target; financial-goal bonuses paid: $0 for all NEOs |
| Individual operational goals | 30% | Executive‑specific objectives; capped at 75% if revenue <85% of target | CTO received $31,865; CEO and CFO $0 |
- Equity awards tied to 2024/2025: The proxy details option exchange and specific grants for certain executives (CEO/CTO/CFO). There is no named disclosure of any RSU/option grant specific to Brian Krause in the latest proxy or 8‑Ks reviewed .
Equity Ownership & Alignment
- Beneficial ownership: Krause is not individually listed in the beneficial ownership table as of the April 15, 2025 record date; the table shows eight directors/executives as a group and does not enumerate him, so no share count is disclosed for him in that table .
- Pledging/hedging: Aware’s code forbids officers, directors, and employees from short-term/speculative trading, including options and other derivatives/hedging transactions in company securities .
- Stock ownership guidelines: Not disclosed in the proxy for executives .
Employment Terms
- Appointment/tenure: “Chief revenue officer” since March 2025, with prior roles at Incode and Veriff (see Past Roles) .
- Employment agreement: No Brian Krause-specific employment agreement or offer letter was found in the latest proxy or 8‑Ks reviewed. For reference, Aware’s standard executive employment agreements (e.g., for CTO/CFO) include the following terms:
- Termination without cause or for good reason: cash severance equal to one year of base salary, 12 months COBRA differential, and 12 months additional vesting on time‑based equity, subject to release and noncompete .
- Change of control (double trigger within 18 months): 1.5x base salary lump sum, 18 months COBRA differential, and full acceleration of time‑based equity, subject to release/noncompete .
- Non‑compete/non‑solicit: Required to receive severance under the standard executive agreements cited above .
- Clawback/tax gross‑ups: Not disclosed in the proxy; no tax gross‑up language identified for executives in reviewed materials .
Performance & Track Record
- Go‑to‑market highlights: On the Q3’25 earnings call, the CRO cited expansion with a major U.S. federal agency (adding intelligent liveness), pipeline strength, and new enterprise contracts in financial services and workforce management; he also noted that federal shutdown dynamics slowed appropriations timing .
- Focus areas: Deepen U.S. federal engagement; expand in fraud‑prone commercial verticals (financial services, travel); scale via systems integrators and partners .
Compensation Structure Analysis
- Pay-for-performance line of sight (company context): Aware’s 2024 NEO plan placed 70% weight on objective financials (revenue and operating cash flow) with a strict payout curve and capped individual components if revenue underperformed; this indicates a bias toward performance‑contingent cash pay for the NEO set at that time .
- Equity usage and modifications (company context): A January 2024 option exchange replaced underwater options with new options at $2.21 exercise price and revised vesting; NEO participation is disclosed but not applicable to Krause (joined 2025) .
Risk Indicators & Red Flags
- Hedging and speculative trading prohibited for insiders (mitigates misalignment risk) .
- No disclosure identified of pledging by Brian Krause; no related‑party transactions involving him in 2024–YTD 2025 per proxy disclosure .
- Executive turnover context: CEO transition completed in early 2025; CRO role previously vacated in Sept 2024 (resignation of prior CRO), with interim coverage until new CRO appointment (Krause) in March 2025 .
Investment Implications
- Alignment and retention: Lack of named, Krause‑specific salary/bonus/equity disclosures in the latest proxy limits a quantitative pay‑for‑performance assessment at this time; watch for the next proxy and any 8‑K 5.02 employment/compensatory filings for his package terms and equity grants .
- Execution lens: His prior revenue leadership roles at digital identity vendors and his Q3’25 commentary on federal/enterprise traction suggest clear GTM priorities; monitor bookings growth and revenue conversion over the next 2–3 quarters to gauge impact during his tenure .
- Trading signals: Company policy bans hedging; without Form 4 visibility for Krause yet in reviewed materials, monitor for insider filings to assess vesting/tax‑selling patterns or any abnormal selling pressure .