Form 8-K for AWARE INC /MA/
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9-May-2012
Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2012, Mark G. McGrath, a director of Aware, Inc., informed Aware that he was resigning from the Board of Directors, effective May 4, 2012. In accordance with the Stock Appreciation Rights Award granted to Mr. McGrath on May 20, 2009, Mr. McGrath received a payment of 3,818 shares of common stock of Aware upon the termination of his services on the Board of Directors.
On May 8, 2012, upon the recommendation of Aware's Nominating and Corporate Governance Committee, Aware's Board of Directors appointed Brent P. Johnstone as a Class II Director and to serve as a member of the Board's Audit Committee and Compensation Committee. On May 9, 2012, Mr. Johnstone will receive a stock option award to purchase 25,000 shares of common stock of Aware. The stock option award will have an exercise price per share equal to the fair market value of a share of Aware's common stock on the date of grant, and will vest over three years.
Mr. Johnstone currently serves as CEO of Royal Pet Supplies where he has also served as a board member since March 2009. Mr. Johnstone is also a managing director for Quarry Capital Management LLC, a private investment firm which he co-founded in 2005. Prior to Quarry Capital Management LLC, Mr. Johnstone served as a vice president in the investment management division at Thomson Financial from 2003 to 2005. From 2002 to 2003, Mr. Johnstone served as general manager of TheMarketsPro at TheMarkets.com. Prior to TheMarkets.com, Mr. Johnstone co-founded and launched BulldogResearch.com, a financial website. Prior to co-founding BulldogResearch.com, Mr. Johnstone worked in private client services at Lehman Brothers from 1998 to 1999 and worked as a strategic marketing associate at SystemSoft Corporation from 1995 to 1996. Prior to SystemSoft, Mr. Johnstone worked in investment banking in Morgan Stanley's real estate and technology corporate finance teams from 1993 to 1995. Mr. Johnstone received a B.A. from Harvard College and an M.B.A. from the Harvard Business School.
