AWARE INC /MA/ 8-K

What Happened
Aware, Inc. filed an 8-K (Item 5.02) reporting that on April 13, 2026 its Compensation Committee approved the "Aware, Inc. Executive Bonus Plan for 2026." The plan makes four senior executives eligible for performance-based cash bonuses in 2026: Ajay Amlani (CEO & President) — $200,000 target; Brian Krause (CRO) — $120,000 target; Lona Therrien (CMO) — $120,000 target; David Traverse (CFO) — $100,000 target. The committee established performance goals and payout mechanics that tie bonuses to Revenue (50% weight) and Adjusted EBITDA (50% weight).

Key Details

• Approval date: April 13, 2026; 8-K filed April 16, 2026 (Item 5.02).
• Performance weights: Revenue 50%, Adjusted EBITDA 50%.
• Payout thresholds: no payment below a defined threshold; meeting threshold = 25% of that goal’s target payout; meeting target = 100%; amounts between threshold and target (and between target and enhanced target) are determined by linear interpolation.
• Enhanced targets: an additional incremental payout up to 100% of a Performance Goal Target Bonus if performance meets or exceeds the enhanced target.
• Adjusted EBITDA definition: GAAP net income adjusted to exclude interest, taxes, depreciation & amortization, intangible impairments, stock-based compensation, and any bonuses payable under this or any 2026 company‑wide bonus plan.

Why It Matters
This filing shows Aware tying senior executives’ cash compensation to clear financial metrics (revenue and adjusted EBITDA) for 2026, aligning pay with company performance. For investors, the plan highlights management incentives to grow revenue and profitability; actual cash outflows will depend on whether Aware meets the defined EBITDA and revenue thresholds and any enhanced targets.