Gary Evee
About Gary Evee
Independent, non‑employee Chairman of Aware, Inc. since April 2025; director since February 2021; age 53; B.A. in Political Science from Hampton University; 25+ years in technology and cybersecurity, including senior leadership at IBM and CEO of Evee Consulting Group . As Chairman, he liaises between independent directors and the CEO, presides over executive sessions, co‑sets board agendas, and works across board committees . The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evee Consulting Group | Chief Executive Officer | Jan 2018–present | Advises on security/digital transformation; focus on reducing risk and accelerating growth |
| IBM | Director of Worldwide Mobile Security; Director, IBM Security Worldwide Customer Success & Sales Ops | 1995–2017 (Mobile Security: Jun 2015–Jan 2017) | Global scaling of new enterprises; cybersecurity leadership |
| Commonwealth of Massachusetts (conference) | Organizer | Not specified | Held the first Cybersecurity and Technology Diversity Conference in MA |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Dedham Savings Bank | Board of Trustees member | Current |
| Mass Insight | Board of Trustees member | Current |
Board Governance
- Independence: Independent director; serves as non‑employee Chairman, separating chair and CEO roles .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair (and member) .
- Not on Audit, Compensation, or Executive Committees (no (2), (3), or (1) designation next to his name) .
- Meeting cadence and attendance (2024):
- Board met 3 times; Audit 5; Compensation 2; Nominating & Corporate Governance 2; Executive Committee did not meet .
- No incumbent director attended fewer than 75% of meetings of the board and committees on which they served .
- One director attended the prior annual meeting (names not disclosed) .
| Board/Committee | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 3 | No director <75% attendance |
| Audit Committee | 5 | Chair is audit committee financial expert |
| Compensation Committee | 2 | 4 actions by written consent |
| Nominating & Corporate Governance | 2 | Chaired by Evee; annual board review in Oct 2024 |
| Executive Committee | 0 | Did not meet |
- Chair responsibilities: Liaison to CEO, presides executive sessions, facilitates independent director discussions, co‑prepares agendas, coordinates with committees .
- Ethics and trading policy: Code of ethics applies to directors; hedging/short‑term/speculative trading in Aware securities prohibited for officers, directors, and employees .
Fixed Compensation
Director compensation is delivered via unrestricted stock awards (equity), with role‑based values converted to shares at grant; directors are reimbursed for meeting expenses .
| Year | Instrument | Shares Granted to Gary Evee | Grant Value (USD) |
|---|---|---|---|
| 2024 | Unrestricted stock | 25,510 | $50,000 |
| Mar 2025 | Unrestricted stock | 46,980 | Role‑based equity; values below |
Role‑based equity values:
| Board Role (2025) | Value (USD) |
|---|---|
| Chairman of the board | $70,000 |
| Nominating & Corporate Governance Chair | $10,000 |
Reference prior year schedule:
| Board Role (2024) | Value (USD) |
|---|---|
| Chairman of the board | $60,000 |
| Service on the board (non‑Chair) | $40,000 |
| Nominating & Corporate Governance Chair | $10,000 |
Noteworthy change: Equity award value for Chairman increased from $60,000 (2024) to $70,000 (2025), and base “service” grant for non‑Chair directors increased from $40,000 to $60,000, signaling upward adjustments in director equity compensation levels .
Performance Compensation
No performance‑based or meeting‑fee elements are disclosed for directors; compensation comprises unrestricted stock awards by role, with no disclosed performance metrics tied to director pay .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Compensation committee interlocks | None in 2024 |
| Related party transactions | None in 2024 and through proxy date |
Expertise & Qualifications
- Cybersecurity/technology leadership, global scaling experience at IBM; CEO of a cybersecurity advisory firm .
- Board governance: Chair of Nominating & Corporate Governance; leads board/committee effectiveness reviews .
- Education: B.A., Hampton University .
Equity Ownership
Beneficial ownership as of April 15, 2025:
| Holder | Outstanding Shares | Right to Acquire (60 days) | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Gary Evee | 76,067 | — | 76,067 | <1% (*) |
(*) Less than one percent, per company disclosure .
Policy signals:
- Hedging and short‑term/speculative trading prohibited for directors (alignment safeguard) .
- No disclosure of pledging of Aware shares by directors in the proxy .
Governance Assessment
-
Strengths:
- Independence and non‑executive chair structure; clear separation from management enhances oversight .
- Active governance role as Nominating & Corporate Governance Chair; oversees board refresh, evaluations (annual board review held Oct 2024) .
- Attendance/engagement appears adequate (no director below 75% attendance; regular committee meetings) .
- No related‑party transactions and no interlocks in 2024; strong ethics/anti‑hedging policy .
-
Watch items:
- Personal ownership is modest (<1%), though director pay is equity‑denominated; ongoing monitoring of ownership accumulation versus evolving director equity grants is warranted .
- Upward adjustment in 2025 director equity values (Chairman and base service grants) may raise investor scrutiny on pay inflation; ensure linkage to governance workload and company strategy execution .
- Annual meeting attendance was low (only one director attended last year; individuals not named); investors may prefer broader visible engagement at annual meetings .
No red flags identified regarding related‑party transactions, hedging/derivatives, option repricing for directors, or compensation committee interlocks based on disclosed information .