John S. Stafford, III
About John S. Stafford, III
Independent director of Aware, Inc. since January 2011 (Class II), age 55 as of April 15, 2025. He is Chief Executive Officer of Ronin Capital, LLC (registered broker-dealer) since 2001 and CEO of Ronin Trading LLC since 2012; previously served as a board member of Xencor, Inc. His board credentials emphasize investing experience and prior board service; he is also one of Aware’s most significant stockholders, aligning his interests with shareholders’ outcomes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ronin Capital, LLC | Chief Executive Officer | 2001–present | Leads proprietary trading operations across equity, fixed income, and derivatives |
| Ronin Trading LLC | Chief Executive Officer | 2012–present | Oversees proprietary trading in various financial instruments |
| Xencor, Inc. | Director (board member) | Not disclosed | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ronin Capital, LLC | CEO | 2001–present | Registered broker-dealer with proprietary trading operations |
| Ronin Trading LLC | CEO | 2012–present | Non-registered entity; proprietary trading operations |
Board Governance
- Independence: Board determined Mr. Stafford is independent under Nasdaq rules; all committee members on Audit, Compensation, and Nominating are independent .
- Committee memberships: Executive Committee, Compensation Committee, and Nominating & Corporate Governance Committee; not an Audit Committee member .
- Committee chairs: Compensation Committee chaired by Brian D. Connolly; Nominating & Corporate Governance chaired by Gary Evee; Audit chaired by Peter R. Faubert .
- Meetings and attendance: 2024 board met 3 times and took 2 actions by written consent; no incumbent director attended fewer than 75% of board/committee meetings. Executive Committee did not meet; Compensation met 2 times and took 4 written consents; Audit met 5 times; Nominating met 2 times . One director attended the annual meeting last year (attendance by individual not specified) .
- Leadership structure: Independent chairman; executive sessions presided by the chairman; chairman liaises with independent directors and management .
| Committee | Member/Chair | 2024 Meetings | Notes |
|---|---|---|---|
| Executive Committee | Member | 0 | Executive Committee composed of Brent P. Johnstone and John S. Stafford, III |
| Compensation Committee | Member (Chair: Brian D. Connolly) | 2 meetings; 4 written consents | Charter amended March 2019; available on website |
| Nominating & Corporate Governance | Member (Chair: Gary Evee) | 2 | Annual board review conducted Oct 2024 |
Fixed Compensation
- Structure: Aware reimburses directors’ expenses and grants annual unrestricted stock awards; there is no disclosed cash retainer in 2024; awards sized by board/committee roles .
- 2024 actual awards (unrestricted stock): Mr. Stafford received 23,724 shares valued at $46,500; total equals stock award value .
- 2025 grants: In March 2025, Mr. Stafford received 44,631 unrestricted shares. 2025 value framework for award sizing: Service on board ($60,000), Compensation Committee member ($5,000), Nominating Committee member ($1,500). (Aware increased 2025 role-based values from 2024 levels.)
| Year | Component | Amount/Units |
|---|---|---|
| 2024 | Stock awards (shares) | 23,724 |
| 2024 | Stock awards ($) | $46,500 |
| 2025 | Unrestricted shares granted | 44,631 |
| 2025 | Award framework components | Service $60,000; Compensation Committee member $5,000; Nominating Committee member $1,500 |
Performance Compensation
| Performance Metric | Applies to Director Awards? | Notes |
|---|---|---|
| Any performance-based metrics (e.g., revenue, EBITDA, TSR) | No | Director awards disclosed as unrestricted stock; no performance conditions or vesting schedules for directors |
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Conflicts |
|---|---|---|---|
| Xencor, Inc. | Director | Not disclosed | Prior public company directorship; no interlocks with Aware disclosed |
| Compensation committee interlocks | — | 2024 | None; no interlocking relationships with other companies’ comp committees in 2024 |
Expertise & Qualifications
- Investing and capital markets expertise as CEO of Ronin Capital (broker-dealer) and Ronin Trading (proprietary trading) .
- Prior public company board experience at Xencor, Inc. .
- Board views his significant stockholder status as aligning interests with other shareholders .
Equity Ownership
- Beneficial ownership: 5,060,569 outstanding shares; 24.0% of Aware’s common stock; no right-to-acquire shares within 60 days reported for him .
- Shares outstanding as of the record date: 21,097,074 (basis for percent calculations in proxy) .
- Hedging/derivatives policy: Company forbids officers, directors, and employees from short-term or speculative trading, including short sales, option transactions, derivatives, or hedging in Aware securities .
- Related-party transactions: None involving directors/officers in 2024 and through the date of the proxy in 2025 .
| Holder | Outstanding Shares | Right to Acquire (≤60 days) | Total Beneficial | Percent |
|---|---|---|---|---|
| John S. Stafford, III | 5,060,569 | — | 5,060,569 | 24.0% |
Note: Separate principal stockholder line for Susan Yang Stafford and related trusts shows 2,746,881 shares (13.0%); the filing identifies her as spouse of John S. Stafford, Jr., and Mr. Stafford, Jr. disclaims beneficial ownership of those shares; this is distinct from Mr. Stafford, III’s holdings .
Governance Assessment
-
Positives
- Independent director with finance/investing expertise; declared independent under Nasdaq rules; serves on key governance and compensation committees .
- Strong alignment through substantial ownership (24%), and director pay delivered entirely in equity via unrestricted stock grants; no cash retainer disclosed in 2024 .
- No related-party transactions in 2024/early 2025; hedging and speculative trading prohibited, reducing misalignment risk .
- Attendance: met minimum standard (no incumbent director below 75%); active committee cadence (Comp 2 meetings + 4 written consents; Audit 5; NomGov 2) .
-
Potential Risks / RED FLAGS
- Concentrated ownership (24%) can create influence asymmetry; while independence is affirmed, oversight should monitor potential dominance in strategic decisions, particularly given membership on the Executive and Compensation Committees .
- Executive Committee did not meet in 2024; effectiveness of this governance lever should be periodically assessed for clear scope and usage .
- Pledging disclosures are not provided; although hedging/speculative trading is prohibited, lack of explicit pledging policy disclosure leaves a residual risk consideration (no pledging noted) .
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Engagement notes
- Annual board performance review conducted Oct 2024 by the Nominating & Corporate Governance Committee; independent chairman presides over executive sessions, supporting board effectiveness .
Other Notes
- Election status: Nominated for re-election as Class II director at the June 11, 2025 Annual Meeting; if re-elected, term through 2028 .
- Director compensation framework was increased for 2025 (service award from $40,000 to $60,000; other role-based components unchanged except chairman increased to $70,000) .