Mohamed Lazzouni
About Mohamed Lazzouni
Chief Technology Officer (since November 2019). Age 65 as of April 15, 2025. Education: B.S. and M.S. from the University of London; Ph.D. from the University of Oxford. Prior roles include CEO of Epochal Technologies (2018–2019) and President & GM of Authentic, Inc. (2013–2018) . Company performance context: 2024 revenue was $17.4M vs. $18.2M in 2023; 2024 operating cash used was $3.2M; 2024 net loss $4.4M vs. $7.3M in 2023; cumulative value of a hypothetical $100 TSR investment since 12/31/2021 was $64 at 2024 year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Epochal Technologies | Chief Executive Officer | 2018–2019 | Not disclosed |
| Authentic, Inc. | President & General Manager | 2013–2018 | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Epochal Technologies | Director | Current (as of proxy dates) | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 284,167 | 292,793 | 303,908 |
| Target Bonus ($) | — | 143,000 | 153,181 |
| Actual Bonus Paid ($) | 76,324 | 124,747 | 31,865 |
| Stock Awards ($) | 67,400 | — | — |
| Option Awards ($) | — | — | 121,665 (Oct 31, 2024 grant) |
| All Other Compensation ($) | 9,849 | 9,937 | 11,386 |
| Total Compensation ($) | 437,740 | 427,477 | 468,825 |
Notes:
- All other compensation reflects 401(k) match and group life insurance premiums (2024: $7,911 and $3,476, respectively) .
Performance Compensation
2024 Executive Bonus Plan (70% financial, 30% operational):
- Financial metrics and results:
- Company revenue $17.4M (below 85% threshold) and operating cash used $(3.2)M; payout on financial component: $0 .
- Individual operational goals (maximum $45,954; paid $31,865):
- Goals included ARR, engineering cost savings, and cross-functional process implementation to support retention .
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 | Revenue | 35% of total (50% of financial) | Budgeted level | $17.4M | 0 | Annual bonus plan |
| 2024 | Operating Cash Flow | 35% of total (50% of financial) | Budgeted level | $(3.2)M | 0 | Annual bonus plan |
| 2024 | Operational Objectives | 30% | Max $45,954 | Met partially | 31,865 | Annual bonus plan |
2023 Executive Bonus Plan (70% financial, 30% operational):
- Financial results: revenue $18.2M (between 85–100% of target) and operating cash flow $1.8M (as adjusted, exceeded target). Payouts: $93,461 (financial) and $31,286 (operational) .
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2023 | Revenue | 35% of total (50% of financial) | Budgeted level | $18.2M | Part of $93,461 | Annual bonus plan |
| 2023 | Operating Cash Flow | 35% of total (50% of financial) | Budgeted level | $1.8M (as adjusted) | Part of $93,461 | Annual bonus plan |
| 2023 | Operational Objectives | 30% | Specific goals | Met partially | 31,286 | Annual bonus plan |
Plan design features:
- Linear interpolation between 85% and 100% of financial targets; upside of up to +50% above target once total revenue goal is met (100–110% scaling) .
Equity Ownership & Alignment
Beneficial ownership (as of April 15, 2025):
- Shares owned directly: 42,442; right to acquire within 60 days: 98,671; total beneficially owned: 141,113; less than 1% of outstanding shares (21,097,074) .
- Approximate ownership percentage: ~0.67% (141,113 / 21,097,074), calculated from the cited figures .
Outstanding equity and vesting (as of Dec 31, 2024):
- Option Exchange (Feb 20, 2024): Exchanged 375,000 legacy options for 157,873 new options at $2.21. Vesting: 50% on Feb 20, 2025; remainder in 24 equal monthly installments starting Mar 20, 2025; expiration Feb 20, 2034 .
- New Grant (Oct 31, 2024): 150,000 options at $2.05; vest 25% annually on Oct 31 from 2025–2028; expiration Oct 31, 2034; grant-date fair value $121,665 .
| Award | Quantity | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Option (Exchange) | 157,873 | $2.21 | 50% on 2/20/2025; balance monthly over 24 months starting 3/20/2025 | 2/20/2034 |
| Option (New grant) | 150,000 | $2.05 | 25% annually starting 10/31/2025 through 10/31/2028 | 10/31/2034 |
Vesting calendar (potential liquidity events):
- 2/20/2025: ~78,936 options vest (50% of exchange grant) .
- Monthly 3/20/2025–2/20/2027: remaining ~78,937 exchange options vest in 24 equal tranches .
- 10/31/2025, 10/31/2026, 10/31/2027, 10/31/2028: 37,500 options vest each year from the 150,000 grant .
Policies affecting alignment and trading:
- Hedging/derivatives prohibited for officers, directors, and employees; short-term or speculative trading (short sales, option transactions, derivatives/hedging) is forbidden .
- No explicit pledging disclosure in the proxy; no related party transactions in 2024–2025 period through the proxy date .
Employment Terms
- Employment agreement date: November 19, 2019 (no fixed term disclosed) .
- Severance (without Cause / Good Reason): 12 months base salary; 12 months additional vesting credit for time-based equity; up to 12 months COBRA differential; conditioned on a one-year non-compete and non-solicit and a release .
- Change-in-Control (double-trigger; termination within 18 months post-CoC): 1.5× base salary (lump sum); full acceleration of time-based equity; up to 18 months COBRA differential; same restrictive covenants and release .
Investment Implications
- Pay-for-performance discipline: In 2024, zero payout on financial metrics (revenue and operating cash flow missed thresholds); only individual operational goals paid, indicating tighter linkage of cash variable pay to budget outcomes .
- Option exchange and fresh grants reset strike levels closer to market ($2.21 and $2.05), improving retention incentives but creating a multi-year vesting overhang (notably Feb 2025 cliff and subsequent monthly tranches, plus annual October vests) that could influence insider supply dynamics around those dates .
- Skin-in-the-game: Beneficial ownership is under 1% (~0.67% by shares/rights) — alignment exists but is modest relative to outstanding shares; no pledging disclosed; hedging prohibited .
- Retention and transaction risk: Severance provides 12 months cash and partial acceleration; CoC terms are double-trigger with 1.5× salary and full time-based acceleration — supportive of retention but also meaningful economics in a sale scenario .
- Execution track record indicators: 2023 financial goals paid out (revenue and adjusted operating cash flow), but 2024 missed budgeted levels; net loss improved from $7.3M (2023) to $4.4M (2024). TSR proxy disclosure shows $100 invested since 12/31/2021 would be $64 at 2024 year-end, underscoring ongoing value creation challenges to date .
Data sources: Aware, Inc. DEF 14A (2025, 2024). All figures and terms are cited to the issuer’s proxy statement disclosures as referenced above.