Peter R. Faubert
About Peter R. Faubert
Independent director of Aware, Inc. since March 2020; age 54 as of April 15, 2025. A Certified Public Accountant with a Bachelor’s in accounting from Northeastern University, he is designated by the board as an “audit committee financial expert.” His current board class is Class III with a term expiring at the 2026 annual meeting. He is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MK Systems USA, Inc. | Chief Financial Officer | Since Jun 2024 | Senior finance leadership for global media technology company |
| Vecna Robotics, Inc. | Chief Financial Officer | May 2022–May 2025 | Intelligent material handling; CFO oversight |
| Evolv Technology | SVP Finance; previously CFO, Treasurer, Secretary | SVP Nov 2021–Jan 2022; CFO Oct 2019–Nov 2021 | Led finance org; SEC reporting; treasury |
| SeaChange International, Inc. | CFO, SVP, Treasurer; Office of the CEO | Jul 2016–Oct 2019; Office of CEO Feb–Apr 2019 | Public company CFO; interim leadership |
| This Technology, Inc. | Chief Financial Officer | Dec 2013–Aug 2015 | Continued consulting to Comcast until Jun 2016 post-acquisition |
| Vision Government Solutions, Inc. | CFO & Treasurer | Oct 2012–Dec 2013 | Finance leadership |
| JNJ Mobile (MocoSpace) | Chief Financial Officer | Feb 2009–Jul 2012 | Growth-stage finance |
| Turbine, Inc. | CFO & Treasurer | Aug 2005–Jan 2009 | Gaming industry finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| – | – | – | No other public-company directorships disclosed |
Board Governance
- Independence: Board identified Faubert as independent; all committee members meet Nasdaq independence requirements.
- Committee Assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee (member).
- Financial Expert: Board determined Faubert is an audit committee financial expert (SEC rules).
- Board/Committee Activity: 2024 board met 3 times (plus 2 actions by written consent); audit committee met 5 times; compensation committee met 2 times; nominating & corporate governance met 2 times.
- Attendance: No incumbent director attended fewer than 75% of aggregate board/committee meetings in 2024.
- Leadership: Independent chairman (Gary Evee) since Apr 2025; executive sessions led by the chair; independent oversight emphasized.
- Term/Classification: Class III director; term expires at 2026 annual meeting.
Fixed Compensation
| Component | 2024 Value ($) | 2025 Value ($) |
|---|---|---|
| Board service (non-chair) | 40,000 | 60,000 |
| Audit Committee chair | 10,000 | 10,000 |
| Nominating & Corporate Governance member | 1,500 | 1,500 |
| Compensation Committee member (if applicable) | 5,000 | 5,000 |
| Audit Committee member (other than chair) | 5,000 | 5,000 |
| Nominating & Corporate Governance chair (if applicable) | 10,000 | 10,000 |
Notes:
- Aware reimburses directors for board meeting expenses; no meeting fees disclosed.
- Director compensation is delivered as unrestricted stock awards; shares are determined by award value divided by closing price on grant date.
Director-specific awards:
- 2024 non-employee director compensation: 26,275 shares; $51,500 total (board service + audit chair + nom/gov member).
- March 2025 grants: 47,987 shares (unrestricted stock) reflecting updated 2025 role values and grant pricing methodology.
Performance Compensation
- No performance-linked director compensation disclosed (no PSUs/options for directors; awards are unrestricted stock for board/committee roles).
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation committee interlocks | None in 2024; no officer/employee participation in deliberations. |
| Related-party transactions | None in 2024 and YTD 2025. |
Expertise & Qualifications
- CPA, extensive public-company CFO experience (SeaChange International and others), with >15 years in senior finance roles across high-tech sectors (security tech, video service providers, mobility, gaming, enterprise computing).
- Board-designated audit committee financial expert; deep proficiency in financial reporting, internal control oversight, and audit committee leadership.
- Technology-sector exposure aligns with Aware’s biometrics/digital identity focus, strengthening oversight of product-market fit and operational metrics.
Equity Ownership
| Holder | Outstanding Shares | Right to Acquire (60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Peter R. Faubert | 112,432 | – | 112,432 | <1% |
Additional alignment policies:
- Company prohibits short-term/speculative trading and hedging in company securities for officers/directors.
Governance Assessment
-
Strengths
- Independent director; audit chair; SEC-designated financial expert—supports robust financial reporting oversight and auditor independence.
- Solid attendance and active committee cadence (audit met 5x in 2024); evidence of engagement.
- Ownership alignment via meaningful common stock holdings; director equity compensation structure ties awards to continued service.
- No related-party transactions or compensation committee interlocks; clean governance posture.
-
Potential Watch Items
- External full-time CFO role (MK Systems USA) may constrain bandwidth; monitor board/committee attendance and engagement trends (no issues disclosed for 2024).
- Equity-only director pay (unrestricted stock) enhances alignment but lacks performance conditions; consider whether the board evaluates director equity guidelines and holding periods beyond grant mechanics (not disclosed).
-
Signals for Investor Confidence
- Independent chair and structured executive sessions strengthen oversight.
- Enhanced 2025 board service value reflects market alignment for director compensation; audit chair premium maintained.
- Clear anti-hedging policy and absence of related-party transactions reduce conflict risk.