DEF 14A of Aspen Aerogels Inc, Apr 10, 2024

DEF 14A of Aspen Aerogels Inc

Filed Apr 10, 2024 · FY20230001104659-24-045565

Open on EDGAR

  1. General Executive Compensation Philosophy and Principles

    | (1) LTI values shown above reflect the long-term incentive opportunities approved as part of our regular annual LTI grant program for 2023, and do not include the special stock option awards granted on September 7, 2023. |

  2. General Executive Compensation Philosophy and Principles

    | (2) STI values shown above reflect the target bonus opportunities granted under our 2023 corporate bonus plan (including the 10% Management by Objective component). |

  3. The Role of Our Compensation Committee and Compensation Consultant

    The Role of Our Compensation Committee and Compensation Consultant Generally, our Compensation Committee designs and administers the executive compensation program with the help of the management and an independent compensation consultant. In connection with the compensation of our Chief Executive Officer, our Compensation Committee further recommends the overall and specific elements to our Board for consideration and final determination. While the Compensation Committee addresses the matters related to its responsibilities under its charter throughout the year, annual reviews and, as appropriate, modifications of compensation arrangements for executive officers typically take place during a period starting from the last quarter of the prior fiscal year through the first quarter of the current fiscal year. While the Compensation Committee or the Board, in the case of our Chief Executive Officer, ultimately makes all final decisions on executive compensation, the Compensation Committee engages the services of outside advisors for assistance. In 2021, 2022, and 2023, the Compensation Committee directly engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant. The Compensation Committee utilized Meridian throughout these periods to provide independent, objective research, analysis, and advice and to assist the Compensation Committee generally in the performance of its duties. The Compensation Committee will typically request information and recommendations directly from the compensation consultant as it deems appropriate to structure and evaluate our executive compensation program. The Compensation Committee assesses the independence of its compensation consultant each year, considering the amount of fees paid to Meridian, the policies designed to prevent conflicts of interest, any Company stock owned by the consultant, and other factors that may be relevant to the Compensation Committee. The Compensation Committee considers external market data when making compensation decisions concerning executive pay levels and program design. The committee has formally approved a peer group for this purpose (and also considers other market data sources as appropriate). The peer group was originally developed by Meridian out of a candidate pool of size (as measured principally by revenue and market capitalization) and industry-appropriate publicly-traded companies. Our Compensation Committee periodically reviews and, as appropriate, revises the peer group in coordination with input from our Chief Executive Officer and Meridian to ensure the group remains appropriate for the purposes of comparing executive compensation. As a basis for the source market data for setting executive compensation for fiscal year 2023, our peer group consisted of the following 17 companies:

  4. The Role of Our Compensation Committee and Compensation Consultant

    | Ballard Power Systems, Inc. | Livent Corporation | Preformed Line Products Company | | Chase Corporation | Microvast Holdings, Inc. | Spruce Power Holding Corporation | | Energy Recovery, Inc. | NN, Inc. | Thermon Group Holdings, Inc. | | Flux Power Holdings, Inc. | Omega Flex, Inc. | Ultralife Corporation | | FuelCell Energy, Inc. | Orbital Infrastructure Group, Inc. | Vicor Corporation | | Graham Corporation | Orion Energy Systems, Inc. | |

  5. The Role of Our Compensation Committee and Compensation Consultant

    During 2022, the Compensation Committee retained Meridian to assist with the review our peer group of companies and to provide competitive market data on executive officer compensation. After receiving input from Meridian, the Compensation Committee removed Lydall, Inc. (which had ceased to be a publicly traded company due to a merger) from our peer group and added Microvast Holdings, Inc. to our peer group. The updated peer group shown above was used by the Compensation Committee in making executive officer compensation decisions for fiscal year 2023. In August 2023, the Compensation Committee, with the advice and assistance of Meridian, further reviewed the peer group and approved the following changes to the peer group, for purposes of benchmarking of executive compensation for fiscal 2024: (i) Chase Corporation, Livent Corporation, Orbital Infrastructure Group, Inc. and Spruce Power Holding Corporation were removed from the peer group, and (ii) Allegro Microsystems, Inc., Babcock & Wilcox Enterprises, Inc., Proterra Inc., Rogers Corporation, Shoals Technologies Group, Inc. and Stem, Inc. were added to the peer group. Additional information about the Compensation Committee’s executive compensation decisions for fiscal year 2024 will be provided in our proxy statement for the 2025 annual meeting of stockholders. We believe our peer group provides useful information to help us establish competitive compensation practices and allows us to set compensation levels to attract, retain and motivate a talented executive team while aligning the interests of our executives with those of our stockholders. The group is subject to change over time, and we expect that the Compensation Committee will continue to periodically review and update the list.

  6. Say-on-Pay Results

    Say-on-Pay Results At our last annual meeting of stockholders in June 2023, we held a stockholder advisory vote on the fiscal year 2022 compensation of our named executive officers. This is generally referred to as a “Say-on-Pay” vote. Our stockholders approved the fiscal year 2022 compensation of our named executive officers with approximately 78% of stockholder votes cast in favor of our Say-on-Pay resolution. The results of the June 2023 Say-on-Pay vote, along with other feedback received from stockholders regarding executive compensation matters, was considered by the Compensation Committee in making its decisions on fiscal year 2023 compensation, which are discussed below. For example, based on the results of the June 2023 Say-on-Pay vote—which evidenced a lower level of support than the average of approximately 97% support received in our Say-on-Pay votes over the preceding three fiscal years—as well as on feedback received directly from major institutional stockholders, we understand that stockholders were concerned about mid-year adjustments made to the financial performance objectives under our corporate bonus plan for 2022. The Compensation Committee greatly values feedback from our stockholders and took that feedback into account, among other factors, in determining annual cash incentives payable under the corporate bonus plan for 2023. For 2023, there were no mid-year adjustments to the financial performance objectives under the corporate bonus plan. In this proxy statement and in response to feedback received from stockholders, we have provided additional disclosure regarding the financial performance targets established under the corporate bonus plan for 2023 and the levels of achievement of those targets. The only adjustment approved by the Compensation Committee with respect to 2023 annual bonuses involved updating the non-financial strategic performance goals under the Management by Objective Component of the corporate bonus plan to reflect the Company’s major strategic pivot, which was announced in May 2023, to right-timing the construction of our planned second aerogel manufacturing facility in Statesboro, Georgia to better align with the expected ramp of our EV customers. The Compensation Committee continues to monitor further stakeholder feedback, Company performance, and market developments for potential further improvements to the Company’s compensation structure for executive officers.

  7. Main Elements of Our Executive Compensation Program

    Cash Bonus Plan Our employee cash bonus plan is designed to motivate and reward our executives for achieving certain corporate, financial and other business performance goals during the fiscal year, and the plan is administered by the Compensation Committee. The plan provides that executives are eligible to receive a cash bonus over an annual performance period based on goals established by the Compensation Committee, which may include revenue goals, an Adjusted EBITDA goal and/or such other performance goals as may be established by the Compensation Committee from time to time. We define “Adjusted EBITDA” as net income (loss) before interest expense, taxes, depreciation, amortization, stock-based compensation expense and other items, from time to time, which we do not believe are indicative of our core operating performance, which items are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K for the applicable fiscal year. The Compensation Committee determines the percentage of annual base salary as target bonus opportunity for each executive and the threshold achievement levels applicable to each goal. Following completion of the performance period, the administrator determines the level of performance achieved for each goal and approves the amount of the cash payments to be made. The maximum bonus that can be earned is limited to 225% of the target bonus. The Compensation Committee also reserves the right to pay discretionary bonuses to account for unanticipated, unusual or extraordinary circumstances or performance. Effective January 1, 2024, the corporate bonus plan was amended to (i) require participants generally to remain employed in good standing through the bonus payment date (rather than merely through the end of the fiscal year) in order to receive any bonus payment for the fiscal year, (ii) explicitly provide that bonuses are subject to clawback pursuant to the Company’s Compensation Recoupment Policy, and (iii) enhance the Compensation Committee’s administrative authority, including the ability to exercise so-called “negative discretion” to reduce payouts to plan participants. Upon the recommendation of our Compensation Committee, our Board approved the target bonus amounts and goals under the bonus plan for fiscal year 2023 for the named executive officers. Each named executive officer’s 2023 bonus award amount, calculated as a percentage of year-end base salary, was based on achieving and exceeding performance goals approved by the Compensation Committee based on the performance metrics of revenue and Adjusted EBITDA, with 25% of the target bonus opportunity allocated to the revenue performance goal and 75% of the target bonus opportunity allocated to the Adjusted EBITDA performance goal. For the revenue and Adjusted EBITDA goals, the Compensation Committee established a threshold value (the “Threshold”) that must be achieved before any bonus amount would be paid out, a target value (the “Target”) associated with a target bonus amount, and an incentive amount if the Target is exceeded (up to the maximum potential award of 225% of the Target). The Compensation Committee sets target levels for the revenue and Adjusted EBITDA goals that are rigorous yet attainable, and aligned with stockholder interests. There were no mid-year adjustments to the revenue or Adjusted EBITDA financial performance objectives established by the Compensation Committee for 2023. In addition, a component of the bonus (the Management by Objective Component, or “MBO Component”), expressed as a percentage, usually an additional 10% of each named executive officer’s target bonus, may be added to or deducted from an otherwise earned bonus based upon the relative achievement, or lack thereof, of certain additional strategic or operational performance goals, as determined by our Board or Compensation Committee. The strategic objectives originally established by the Compensation Committee reflected Company strategy at the beginning of fiscal 2023. In May 2023, the Company announced a major strategic pivot to right-timing the construction of Plant II, and in August, 2023, the Compensation Committee approved adjustments to the strategic objectives under the MBO Component of the corporate bonus plan to reflect this major mid-year change in corporate strategy. The target bonus amounts established for our named executive officers for 2023 remained unchanged from 2022, with the exception of an increase in Mr. Rodriguez’s target bonus amount. The target bonus amounts for fiscal year 2023 for our named executive officers, expressed as a percentage of their year-end base salary, are presented below.

  8. Main Elements of Our Executive Compensation Program

    | Name | 2023 Target Bonus Opportunity (% of Base Salary) | | | Donald R. Young | 110 | | | Ricardo C. Rodriguez | 55 | %(1) | | Virginia H. Johnson | 55 | | | Corby C. Whitaker | 55 | | | Gregg R. Landes | 55 | |

  9. Main Elements of Our Executive Compensation Program

    | (1) Mr. Rodriguez’s target bonus amount, as a percentage of his base salary, was increased from 50% for 2022 to 55% for 2023. |

  10. Main Elements of Our Executive Compensation Program

    | | | Performance Goals | | Actual Results | | | | Measure | Weight | Threshold ($) | Target ($) | Actual ($) | Payout (%) | | | Revenue | 25% | $215,922 | $239,922 | $238,717 | 95 | | | Adjusted EBITDA | 75% | $(61,578) | $(53,578) | $(17,046) | 557 | | | Weighted Payout: | | | | | 225 | %(1) |

  11. Main Elements of Our Executive Compensation Program

    | (1) Maximum potential awards under the bonus plan is 225% of the target. |

  12. Main Elements of Our Executive Compensation Program

    | Name | 2023 Annual Cash Bonus ($)(1) | 2023 Bonus Target (%) | 2023 Bonus Target Received (%)(1) | | Donald R. Young | $1,331,275 | 110% | 235% | | Ricardo C. Rodriguez | $517,000 | 55% | 235% | | Virginia H. Johnson | $581,625 | 55% | 235% | | Corby C. Whitaker | $517,000 | 55% | 235% | | Gregg R. Landes | $517,000 | 55% | 235% |

  13. Main Elements of Our Executive Compensation Program

    | (1) Includes 225% of Bonus Target earned plus MBO Component. |

  14. Main Elements of Our Executive Compensation Program

    Long Term Equity Incentive Plan At the 2023 annual meeting of stockholders, our stockholders approved the Aspen Aerogels 2023 Equity Incentive Plan (the “2023 Plan”) as the successor to our 2014 Employee, Director and Consultant Equity Incentive Plan (the “2014 Plan”). The Compensation Committee is the administrator of the 2023 Plan, which authorizes the Compensation Committee to grant a variety of equity and equity-based incentive awards to our officers, key employees, non-employee directors and consultants. Similar to other components of compensation, the Compensation Committee recommends the equity grants for our Chief Executive Officer to our Board for approval. The Compensation Committee, based on its annual review of compensation levels for each of our executives, determines a dollar amount value of the annual equity grants. The Compensation Committee also determines the mix of equity instruments for equity grants issued pursuant to the 2023 Plan, such as options to purchase our common stock, restricted stock units (“RSUs”), or restricted stock awards, as well as the appropriate vesting schedule, consistent with the terms of the 2023 Plan. Regular 2023 Grant Cycle For 2023, the mix for equity grants under our regular annual long-term incentive grant program was set at 75% stock options and 25% RSUs for our named executive officers. Due to the lack of sufficient shares available under the 2014 Plan to fully fund the annual equity awards for our regular 2023 long-term incentive grant cycle, in March 2023, the Compensation Committee (or, in the case of awards to our Chief Executive Officer, the Board) approved the grant of stock options and restricted stock units to our named executive officers under the 2023 Plan, conditioned upon stockholder approval of the 2023 Plan with those grants to be effective on the date of approval of the 2023 Plan by our stockholders at the 2023 annual Meeting. Accordingly, effective on June 1, 2023, awards of stock options and restricted stock units were made to our named executive officers, with vesting of those awards in three annual installments on March 8, 2024, March 8, 2025 and March 8, 2026, subject to the grantee’s continuous service through those vesting dates. Each such stock option was granted with an exercise price equal to the closing price of the Company’s common stock on June 1, 2023 and with a term of 10 years from March 8, 2023. Special Stock Option Awards On September 7, 2023, after considering the advice of Meridian and the importance of retaining and appropriately incentivizing key executive leadership over the next three years, the Compensation Committee and the Board approved special retention incentive grants of stock options to the named executive officers and certain other key employees pursuant to the 2023 Plan. To enhance retention incentives, these stock options will cliff-vest on the third anniversary of the grant date, subject generally to the employee’s continuous service through such vesting date. The exercise price for the shares underlying these stock options is equal to the closing price of a share on the grant date, and the expiration date for these stock options is no later than ten years from the grant date. The special stock option award to the Chief Executive Officer covers 170,000 shares, and the award to each of the other grantees covers 85,000 shares of our common stock. The equity awards granted to our named executive officers during 2023 (including both the awards made pursuant to our regular 2023 grant cycle and the special stock option awards granted in September 2023) were as follows:

  15. Main Elements of Our Executive Compensation Program

    | Name | Options to Purchase Shares of Our Common Stock(1) | Restricted Stock Unit Awards | Equity Awards (Aggregate Grant Date Fair Value) | | Donald R. Young | $1,496,426 | $249,995 | $1,746,421 | | Ricardo C. Rodriguez | $710,712 | $112,494 | $823,206 | | Virginia H. Johnson | $710,712 | $112,494 | $823,206 | | Corby C. Whitaker | $710,712 | $112,494 | $823,206 | | Gregg R. Landes | $710,712 | $112,494 | $823,206 |

  16. Main Elements of Our Executive Compensation Program

    | (1) Includes a special one-time stock option award to each of the named executive officers with grant date fair value of $746,430 for Mr. Young and $373,215 for all other named executive officers. See “Narrative Disclosure to Summary Compensation Table – 2023 Performance-Based Restricted Stock Award.” |

  17. Main Elements of Our Executive Compensation Program

    Cancellation of Unearned SEIG Awards On March 5, 2024, the Compensation Committee approved the cancellation of the outstanding, unearned portion of certain performance-based restricted stock awards that had been granted as special equity incentive grants (“SEIG Awards”) to the named executive officers and certain other key employees pursuant to the 2014 Plan on June 29, 2021 (to Mr. Young) and on June 2, 2022 (to the other applicable employees, including the other named executive officers). The Compensation Committee determined that based on market conditions, the likelihood of achievement of any of the remaining performance hurdles applicable to the unearned SEIG Awards was remote, and that the unearned SEIG Awards therefore had ceased to have incentive value for the grantees. Accordingly, on March 6, 2024, the Company entered into cancellation agreements, pursuant to which the named executive officers and other applicable employees agreed to the cancellation of the unearned SEIG Awards. The following table sets forth, with respect to each named executive officer, the number of shares of unearned restricted stock subject to SEIG Awards that were cancelled in March 2024:

  18. Main Elements of Our Executive Compensation Program

    The cancelled unearned SEIG Awards were added to the number of shares available for awards under the Company’s 2023 Equity Incentive Plan. The performance hurdle applicable to 156,950 of the shares of restricted stock subject to Mr. Young’s 2021 SEIG award was achieved in December 2021, and those 156,950 earned shares of restricted stock remain outstanding and unvested, subject to Mr. Young’s continued service with the Company until June 29, 2024. Other Aspects of Executive Compensation Benefits and Perquisites – In addition to the components described above, our executives are eligible to participate in other benefits available to all of our employees. These benefits include a 401(k) plan with a Company match element, healthcare insurance with a Company contribution to the premium, short-term and long-term disability insurance, term-life insurance, a dental plan and a vision plan. We generally do not provide perquisites or personal benefits to our named executive officers. However, we do pay a portion of the premiums for medical, dental, group term life, disability and accidental death and dismemberment insurance for all of our full-time employees. Section 401(k) Plan – We maintain a defined contribution employee retirement plan, or the 401(k) Plan, for our employees. Our executive officers are eligible to participate in the 401(k) Plan on the same basis as our other employees. The 401(k) Plan is intended to qualify as a tax-qualified plan under Section 401(a) of the Internal Revenue Code of 1986, as amended. The 401(k) Plan provides that each participant may contribute up to the lesser of 100% of their compensation or the statutory limit, which was $22,500 for calendar year 2023. Participants that are 50 years or older can also make “catch-up” contributions, which in calendar year 2023 may have been up to an additional $7,500 above the statutory limit. We currently make matching contributions into the 401(k) Plan on behalf of participants. We match 50% of eligible contributions up to the first 6% of eligible compensation. Participant contributions are held and invested, pursuant to the participant’s instructions, by the plan’s trustee. Employment Contracts – We have entered into an executive employment agreement with our Chief Executive Officer, Mr. Young, effective January 1, 2022. We have also entered into executive employment agreements with Messrs. Rodriguez, Whitaker and Landes and Ms. Johnson.

  19. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  20. Summary Compensation Table

    Summary Compensation Table The following table shows the total compensation paid or accrued to our named executive officers during the last three fiscal years ended December 31, 2023, 2022 and 2021.

  21. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(6) | Stock Awards ($) (1) | Option Awards ($) (1) | Non- Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Donald R. Young | 2023 | 515,000 | — | 249,995 | 1,496,426 | 1,331,275 | 33,335 | 3,626,031 | | President and Chief Executive Officer | 2022 | 515,000 | — | 249,992 | 749,990 | 804,011 | 44,425 | 2,363,418 | | | 2021 | 511,402 | 169,950 | 6,678,246(4) | 528,744 | 447,535 | 31,734 | 8,367,611 | | Ricardo C. Rodriguez | 2023 | 386,539 | — | 112,494 | 710,712 | 517,000 | 25,285 | 1,752,029 | | Chief Financial Officer and Treasurer | 2022 | 350,000 | — | 683,696(5) | 337,481 | 249,246 | 9,150 | 1,629,573 | | | 2021 | 40,385 | — | 168,679 | 206,221 | — | 135 | 415,419 | | Virginia H. Johnson | 2023 | 450,000 | — | 112,494 | 710,712 | 581,625 | 27,208 | 1,882,039 | | Chief Legal Officer, General Counsel, Corporate Secretary and Chief Compliance Officer | | | | | | | | | | Corby C. Whitaker | 2023 | 400,000 | — | 112,494 | 710,712 | 517,000 | 25,285 | 1,765,491 | | Senior Vice President, Sales and Marketing | 2022 2021 | 400,000 354,186 | — 66,000 | 683,709 68,746(5) | 337,499 206,246 | 313,338 176,000 | 23,448 8,853 | 1,757,994 880,031 | | Gregg R. Landes | 2023 | 400,000 | — | 112,494 | 710,712 | 517,000 | 25,285 | 1,765,491 | | Senior Vice President, Operations and Strategic Development | 2022 2021 | 400,000 270,751 | — 66,000 | 683,709 68,746(5) | 337,499 206,246 | 313,338 176,000 | 19,929 17,975 | 1,754,475 805,718 |

  22. Summary Compensation Table

    | (1) Except as described in footnote 2, these amounts represent the aggregate grant date fair value for these awards computed in accordance with FASB ASC Topic 718. Valuation assumptions are described in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  23. Summary Compensation Table

    | (2) Represents the amount awarded to the named executive officer for 2023, 2022 and 2021, respectively, under the Company’s cash bonus plan. |

  24. Summary Compensation Table

    | (3) Represents the sum of (i) cash payments to the named executive officer in lieu of vacation pursuant to Company policy, (ii) Company matching contributions to our 401(k) match in the amount of $9,900 for each of the named executive officers in 2023, in the amount of between $9,032 and $3,375 for Messrs. Young, Whitaker, Rodriguez and Landes in 2022, and in the amount of $2,800 in 2021 for each of Messrs. Young and Whitaker. |

  25. Summary Compensation Table

    | (4) Includes (a) a SEIG Award of 461,616 shares of performance-based restricted stock with an aggregate grant date fair value equal to $6,502,000, of which 304,666 unearned restricted shares were cancelled on March 6, 2024, and (b) a time-based restricted stock unit award with an aggregate grant date fair value equal to $176,246. |

  26. Summary Compensation Table

    | (5) Includes (a) a SEIG Award of 53,590 shares of performance-based restricted stock with an aggregate grant date fair value equal to $571,214, all of which 53,590 unearned restricted shares were cancelled on March 6, 2024, and (b) time-based restricted stock unit awards with an aggregate grant date fair value as follows: $112,482, $112,495, $112,495 and $112,490 for each of Messrs. Rodriguez, Whitaker and Landes. |

  27. Summary Compensation Table

    | (6) Includes a discretionary bonus payment made to certain of the named executive officers for fiscal 2021. |

  28. 2023 Fiscal Year Grants of Plan-Based Awards

    2023 Fiscal Year Grants of Plan-Based Awards The following table sets forth information relating to the grant of plan-based incentive awards to our named executive officers in 2023.

  29. 2023 Fiscal Year Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares | All Other Option Awards: Number of Securities | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | of Stock or Units | Underlying Options | Awards ($/Sh)(2) | Awards ($)(3) | | Donald R. Young | N/A | | | | $- | $623,150 | $1,331,275 | | | | | | | 6/1/2023 | | | | | | | | 168,843 | $6.81 | $749,996 | | | 6/1/2023 | | | | | | | 36,710 | | | $249,995 | | | 9/7/2023 | | | | | | | | 170,000 | $6.51 | $746,430 | | Ricardo C. Rodriguez | N/A | | | | $- | $242,000 | $517,000 | | | | | | | 6/1/2023 | | | | | | | | 75,979 | $6.81 | $337,497 | | | 6/1/2023 | | | | | | | 16,519 | | | $112,494 | | | 9/7/2023 | | | | | | | | 85,000 | $6.51 | $373,215 | | Virginia H. Johnson | N/A | | | | $- | $272,250 | $581,625 | | | | | | | 6/1/2023 | | | | | | | | 75,979 | $6.81 | $337,497 | | | 6/1/2023 | | | | | | | 16,519 | | | $112,494 | | | 9/7/2023 | | | | | | | | 85,000 | $6.51 | $373,215 | | Corby C. Whitaker | N/A | | | | $- | $242,000 | $517,000 | | | | | | | 6/1/2023 | | | | | | | | 75,979 | $6.81 | $337,497 | | | 6/1/2023 | | | | | | | 16,519 | | | $112,494 | | | 9/7/2023 | | | | | | | | 85,000 | $6.51 | $373,215 | | Gregg R. Landes | N/A | | | | $- | $242,000 | $517,000 | | | | | | | 6/1/2023 | | | | | | | | 75,979 | $6.81 | $337,497 | | | 6/1/2023 | | | | | | | 16,519 | | | $112,494 | | | 9/7/2023 | | | | | | | | 85,000 | $6.51 | $373,215 |

  30. 2023 Fiscal Year Grants of Plan-Based Awards

    | (1) The amounts represent the threshold, target, and maximum estimated payout opportunities for awards granted under our cash bonus plan for 2023. The actual value of the bonuses paid to our NEOs for the 2023 fiscal year can be found above in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. For additional information regarding the 2023 fiscal year cash bonus, please see the section above entitled “Narrative Disclosure to Summary Compensation Table—2023 Bonus Plan and Payments”. | | (2) The exercise price is equal to the fair market value of our common stock, which is the closing price per share of our common stock as reported by the New York Stock Exchange on the grant date. | | (3) These amounts represent the aggregate grant date fair value for option awards and RSU awards granted to our named executive officers, computed in accordance with ASC 718. See Note 15 to our audited financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2023 for details as to the assumptions used to calculate the fair value of the option awards. The grant date fair value of each time-based RSU award is measured based on the closing price of our common stock on the date of grant. |

  31. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  32. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Donald R. Young | – | 170,000(16) | $6.51 | 9/7/2033 | | | | | | | | – | 168,843(15) | $6.81 | 3/8/2033 | | | | | | | | 16,598(12) | 33,197(12) | $26.29 | 2/23/2032 | | | | | | | | 26,783(10) | 13,392(10) | $24.13 | 2/24/2031 | | | | | | | | 135,077(8) | – | $8.02 | 2/26/2030 | | | | | | | | 198,478(7) | – | $3.63 | 2/27/2029 | | | | | | | | 158,206(6) | – | $4.60 | 2/29/2028 | | | | | | | | 323,348(4) | – | $6.40 | 12/11/2025 | | | | | | | | 108,105(3) | – | $7.54 | 3/11/2025 | | | | | | | | 259,671(2) | – | $10.78 | 9/10/2024 | | | | | | | | | | | | 36,710(22) | $579,284 | | | | | | | | | | 6,339(19) | $100,029 | | | | | | | | | | 2,435(17) | $38,424 | | | | | | | | | | | | 461,616 | (24,25) | $7,284,300 | | Ricardo C. Rodriguez | – | 85,000(16) | $6.51 | 9/7/2033 | | | | | | | | – | 75,979(15) | $6.81 | 3/8/2033 | | | | | | | | 2,587(13) | 5,175(13) | $29.51 | 2/25/2032 | | | | | | | | 4,564(12) | 9,129(12) | $26.29 | 2/23/2032 | | | | | | | | 4,024(11) | 2,012(11) | $60.48 | 11/15/2031 | | | | | | | | | | | | 16,519(22) | $260,670 | | | | | | | | | | 988(20) | $15,591 | | | | | | | | | | 1,743(19) | $27,505 | | | | | | | | | | 379(18) | $5,981 | | | | | | | | | | | | 53,590 | (25) | $845,650 | | Virginia H. Johnson | – | 85,000(16) | $6.51 | 9/7/2033 | | | | | | | | – | 75,979(15) | $6.81 | 3/8/2033 | | | | | | | | 9,976(14) | 19,951(14) | $18.89 | 6/2/2032 | | | | | | | | | | | | 16,519(22) | $260,670 | | | | | | | | | | 3,970(21) | $62,647 | 53,590 | (25) | $845,650 | | Corby C. Whitaker | – | 85,000(16) | $6.51 | 9/7/2033 | | | | | | | | – | 75,979(15) | $6.81 | 3/8/2033 | | | | | | | | 7,469(12) | 14,939(12) | $26.29 | 2/23/2032 | | | | | | | | 10,447(10) | 5,224(10) | $24.13 | 2/24/2031 | | | | | | | | 9,965(9) | – | $16.05 | 12/15/2030 | | | | | | | | 47,899(8) | – | $8.02 | 2/26/2030 | | | | | | | | 55,159(7) | – | $3.63 | 2/27/2029 | | | | | | | | | | | | 16,519(22) | $260,670 | | | | | | | | | | 2,853(19) | $45,020 | | | | | | | | | | 950(17) | $14,991 | | | | | | | | | | | | 53,590 | (25) | $845,650 | | Gregg R. Landes | – | 85,000(16) | $6.51 | 9/7/2033 | | | | | | | | – | 75,979(15) | $6.81 | 3/8/2033 | | | | | | | | 7,469(12) | 14,939(12) | $26.29 | 2/23/2032 | | | | | | | | 10,447(10) | 5,224(10) | $24.13 | 2/24/2031 | | | | | | | | 7,793(9) | – | $16.05 | 12/15/2030 | | | | | | | | 47,899(8) | – | $8.02 | 2/26/2030 | | | | | | | | 63,773(7) | – | $3.63 | 2/27/2029 | | | | | | | | 51,613(6) | – | $4.60 | 2/29/2028 | | | | | | | | 18,971(5) | – | $6.04 | 11/2/2026 | | | | | | | | | | | | 16,519(22) | $260,670 | | | | | | | | | | 2,853(19) | $45,020 | | | | | | | | | | 950(17) | $14,991 | | | | | | | | | | | | 53,590 | (25) | $845,650 |

  33. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The market values of RSUs and restricted stock are determined by multiplying the number of shares by $15.78, the closing price of our common stock on the NYSE on December 29, 2023. | | (2) These options to purchase shares of our common stock were granted on September 10, 2014 and vested as to 25% of the shares on each anniversary of the grant date until September 10, 2018. | | (3) These options to purchase shares of our common stock were granted on March 11, 2015 and vested as to one-third of the shares on each anniversary of the grant date until March 11, 2018. |

  34. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) These options to purchase shares of our common stock were granted on December 11, 2015. 84,745 of the shares became exercisable on December 11, 2018. 122,324 of the shares became exercisable on December 11, 2020. 116,279 of the shares became exercisable on December 18, 2020. |

  35. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) These options to purchase shares of our common stock were granted on November 2, 2016 and vested as to one-third of the shares on each anniversary of the grant date until November 2, 2019. |

  36. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) These options to purchase shares of our common stock were granted on February 28, 2018 and vested as to one-third of the shares on each anniversary of the grant date until February 28, 2021. |

  37. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) These options to purchase shares of our common stock were granted on February 27, 2019 and vest as to one-third of the shares on each anniversary of the grant date until February 27, 2022. |

  38. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) These options to purchase shares of our common stock were granted on February 26, 2020 and vest as to one-third of the shares on each anniversary of the grant date until February 26, 2023. |

  39. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) These options to purchase shares of our common stock were granted on December 15, 2020 and vest as to one-third of the shares on each anniversary of the grant date until December 15, 2023. |

  40. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) These options to purchase shares of our common stock were granted on February 24, 2021 and vest as to one-third of the shares on each anniversary of the grant date until February 24, 2024. |

  41. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (11) These options to purchase shares of our common stock were granted on November 15, 2021 and vest as to one-third of the shares on each anniversary of the grant date until November 15, 2024. |

  42. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (12) These options to purchase shares of our common stock were granted on February 23, 2022 and vest as to one-third of the shares on each anniversary of the grant date until November 2, 2025. |

  43. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (13) These options to purchase shares of our common stock were granted on February 25, 2022 and vest as to one-third of the shares on each anniversary of the grant date until February 25, 2025. |

  44. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (14) These options to purchase shares of our common stock were granted on June 2, 2022 and vest as to one-third of the shares on each anniversary of the grant date until June 2, 2025. |

  45. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (15) These options to purchase shares of our common stock were granted on June 1, 2023 and vest as to one-third of the shares on each anniversary of March 8 until March 8, 2026. |

  46. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (16) These options to purchase shares of our common stock were granted on September 7, 2023 and all shares vest as of September 7, 2026. |

  47. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (17) Represents awards of RSUs granted on February 24, 2021, which vest as to one-third of the shares on each anniversary of the grant date until February 24, 2024. |

  48. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (18) Represents awards of RSUs granted on November 15, 2021, which vest as to one-third of the shares on each anniversary of the grant date until November 15, 2024. |

  49. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (19) Represents awards of RSUs granted on February 23, 2022, which vest as to one-third of the shares on each anniversary of the grant date until February 23, 2025. |

  50. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (20) Represents awards of RSUs granted on February 25, 2022, which vest as to one-third of the shares on each anniversary of the grant date until February 25, 2025. |

  51. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (21) Represents awards of RSUs granted on June 2, 2022, which vest as to one-third of the shares on each anniversary of the grant date until June 2, 2025. |

  52. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (22) Represents awards of RSUs granted on June 1, 2023, which vest as to one-third each anniversary of March 8 until March 8, 2026. |

  53. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (23) Represents the portion of Mr. Young’s June 29, 2021 SEIG Award of restricted common stock that was earned based upon the achievement of the applicable financial performance hurdle in December 2021 and which will vest based upon Mr. Young’s continued service until June 29, 2024. For more information, see the discussion above under the sections “Compensation Discussion and Analysis—Cancellation of Unearned SEIG Awards” and “Narrative Disclosure to Summary Compensation Table—SEIG Awards of Performance-Based Restricted Stock—Chief Executive Officer”. |

  54. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (24) Represents the portion of Mr. Young’s June 29, 2021 SEIG Award of restricted common stock that was not earned based upon the achievement of the applicable financial performance hurdles and which was cancelled and ceased to be outstanding on March 6, 2024. For more information, see the discussion above under the sections “Compensation Discussion and Analysis—Cancellation of Unearned SEIG Awards” and “Narrative Disclosure to Summary Compensation Table—SEIG Awards of Performance-Based Restricted Stock—Chief Executive Officer”. |

  55. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (25) Represents a June 2, 2022 SEIG Award of restricted common stock that was not earned based upon the achievement of the applicable financial performance hurdles and which was cancelled and ceased to be outstanding on March 6, 2024. For more information, see the discussion above under the sections “Compensation Discussion and Analysis—Cancellation of Unearned SEIG Awards” and “Narrative Disclosure to Summary Compensation Table—SEIG Awards of Performance-Based Restricted Stock—Non-CEO Named Executive Officers”. |

  56. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table provides information on stock options exercised, including the number of shares of our common stock acquired upon exercise and the value realized, determined as described below, for our named executive officers in the year ended December 31, 2023:

  57. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Donald R. Young | – | $– | 12,929 | $142,745 | | Ricardo C. Rodriguez | – | $– | 1,744 | $19,193 | | Virginia H. Johnson | – | $– | 1,985 | $14,371 | | Corby C. Whitaker | – | $– | 4,973 | $54,982 | | Gregg R. Landes | – | $– | 4,973 | $54,982 |

  58. 2023 Option Exercises and Stock Vested Table

    | (1) The value realized on vesting is calculated by multiplying the number of vested shares by the closing price of our common stock on the New York Stock Exchange on the applicable vesting date. |

  59. Pension Benefits

    Pension Benefits We do not have any qualified or non-qualified defined benefit plans.

  60. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any nonqualified defined contribution plans or other deferred compensation plans.

  61. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control We have agreed to provide severance and change of control payments and benefits to our named executive officers under specified circumstances, as described below. Donald R. Young—Chief Executive Officer Pursuant to the terms of the 2022 CEO Agreement, Mr. Young is entitled to the following compensation in connection with a termination of his employment. Upon termination by the Company without cause or by Mr. Young for good reason (a “Qualifying Termination”) prior to a change of control, Mr. Young is entitled to receive, following execution of a release, an amount equal to two times the sum of his annual base salary and the performance bonus target, each as then in effect. He is also entitled to a pro rata portion of the performance bonus target then in effect based on the number of months worked in the year of termination, any accrued but unpaid performance bonus target for the prior fiscal year, payment of the cost of health care insurance benefits for the lesser of the duration of such coverage under COBRA or 24 months, six months of outplacement services, and accelerated vesting by three months of his stock-based awards and option grants then outstanding, which options shall remain exercisable for at least one year following such Qualifying Termination. Upon a Qualifying Termination that occurs within 24 months after the occurrence of a change of control (a “CIC Qualifying Termination”), following execution of a release, Mr. Young will be entitled to severance in an amount equal to two times the sum of his annual base salary and the performance bonus target, each as then in effect. Furthermore, Mr. Young will be entitled to a pro rata portion of the performance bonus target based on the number of months worked in the year of termination, any accrued but unpaid performance bonus target for the prior fiscal year, payment of the cost of health care insurance benefits for the lesser of the duration of such coverage under COBRA or 24 months, six months of outplacement services, and complete accelerated vesting of substantially all of Mr. Young’s stock-based awards and option grants then outstanding, which stock options shall be exercisable for at least one year following such CIC Qualifying Termination. To the extent any outstanding options or stock-based awards are not assumed by the Company’s successor in a change of control, all stock options and stock-based awards shall become fully vested and exercisable as of the change of control. The foregoing does not apply to the Mr. Young’s SEIG Award, which described above under –SEIG Awards of Performance-Based Restricted Stock—Chief Executive Officer. The terms “cause,” “good reason” and “change of control” in our executive agreement with Mr. Young are as follows: “Cause” is defined under the 2022 CEO Agreement as (i) willful misconduct, dishonesty, fraud or breach of fiduciary duty to the Company; (ii) deliberate disregard of the lawful rules or policies of the Company, failure to perform assigned duties, or breach of an employment or other agreement with the Company, which results in direct or indirect loss, damage or injury to the Company; (iii) the unauthorized disclosure of any trade secret or confidential information of the Company; (iv) the commission of an act which constitutes unfair competition with the Company or which induces any customer or supplier to breach a contract with the Company; (v) conduct substantially prejudicial to the business of the Company; or (vi) the indictment of the Executive for any felony involving deceit, dishonesty or fraud, or any criminal conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company. For purposes hereof, whether or not the Executive has committed an act or omission of the type referred to in subparagraphs (i) through (vi) above will be determined by the Company in its reasonable, good faith discretion, based upon the facts known to the Company at the relevant time. “Good Reason” is defined under the 2022 CEO Agreement as (i) any material breach by the Company of the executive agreement; (ii) a change in the executive’s reporting relationships such that the executive no longer directly reports to the President or Chief Executive Officer; (iii) only in connection with a CIC Qualifying Termination, a material reduction or material adverse change in the executive’s current duties, responsibilities and authority, without their consent; (iv) the demand by the Company for the executive to relocate or commute more than 40 miles from Northborough, Massachusetts without their consent; or (v) any reduction by the Company in the executive’s base salary or the executive’s performance bonus target without their consent, except for across-the-board compensation reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company. For purposes of this paragraph, whether or not the executive has good reason to terminate their employment by the Company pursuant to subparagraphs (i) through (v) above will be determined by the Company in its reasonable, good faith discretion, based upon the facts known to the Board at the relevant time. Any termination for Good Reason by the executive requires the executive to notify the Company within 60 days of the first occurrence of a condition, allow the Company to cure such condition within 30 days of the notice and the executive to terminate the employment within 60 days of the cure period.

  62. Potential Payments Upon Termination or Change of Control

    “Change of Control” is defined under the 2022 CEO Agreement as the first to occur of any of the following events: (i) the consummation of a reorganization, merger, consolidation or other similar transaction of the Company with or into any other person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in which holders of the Company’s voting securities immediately prior to such reorganization, merger, consolidation or other similar transaction will not, directly or indirectly, continue to hold at least a majority of the outstanding voting securities of the Company; (ii) a sale, lease, exchange or other transfer (in one transaction or a related series of transactions) of all or substantially all of the Company’s assets; (iii) the acquisition by any person or any group of such quantity of the Company’s voting securities as causes such person or group (other than a person or group who is a shareholder of the Company on the effective date of the executive agreement) to own beneficially, directly or indirectly, as of the time immediately after such transaction or series of transactions, more than 50% of the combined voting power of the voting securities of the Company other than as a result of (a) an acquisition of securities directly from the Company or (b) an acquisition of securities by the Company which by reducing the voting securities outstanding increases the proportionate voting power represented by the voting securities owned by any such person or group to 50% or more of the combined voting power of such voting securities; or (iv) a change in the composition of the Board within a two (2) year period such that a majority of the members of the Board are not continuing directors. As used in this paragraph, the term “continuing directors” shall mean as of any date of determination, any member of the Board who (a) was a member of the Board immediately after the effective date of the executive agreement, or (b) was nominated for election or elected to the Board with the approval of, or whose election to the Board was ratified by, at least a majority of the continuing directors who were members of the Board at the time of that nomination or election; provided however, that in no case shall (1) the public offering and sale of Company’s common stock by its shareholders pursuant to a registered secondary offering or (2) the voluntary or involuntary bankruptcy of the Company constitute a Change of Control. Other Named Executive Officers Pursuant to the terms of the Executive Agreements with Messrs. Rodriguez, Whitaker and Landes and Ms. Johnson, upon a Qualifying Termination (that is, a termination by the Company not for cause or termination by the executive for good reason) prior to a change of control, the executive is entitled to receive upon execution of a release, severance in an amount equal to the sum of the executive’s annual base salary then in effect plus the executive’s performance bonus target then in effect, a pro rata portion of the executive’s annual performance bonus based on the number of months worked in the year of termination, any accrued but unpaid performance bonus for the prior fiscal year, continued health insurance coverage for the lesser of the duration of such coverage under COBRA or 12 months, six months of outplacement services, and vesting of any outstanding options or stock-based awards will be accelerated by 12 months and any vested stock options will be exercisable for one year from the date of termination. For any CIC Qualifying Termination (that is, a Qualifying Termination within 24 months after a change of control), the executive is entitled to receive, following execution of a release, severance in an amount equal to two times the executive’s annual base salary and the executive’s performance bonus target then in effect, a pro rata portion of the executive’s annual performance bonus based on the number of months worked in the year of termination, any accrued but unpaid performance bonus for the prior fiscal year, continued health insurance coverage for the lesser of the duration of such coverage under COBRA or 24 months, and six months of outplacement services. For such CIC Qualifying Termination, any outstanding options or stock-based awards will become fully vested and exercisable as of the date of termination and, subject to any permitted action by the Company’s Board upon a change of control under the Company’s applicable equity plan to terminate the stock options or other stock-based awards upon a change of control, any such vested stock option shall be exercisable for not less than one year from the date of termination. “Cause” is defined under the Executive Agreements as (i) willful misconduct, dishonesty, fraud or breach of fiduciary duty to the Company; (ii) deliberate disregard of the lawful rules or policies of the Company, failure to perform assigned duties, or material breach of an employment or other agreement with the Company, which results in material harm to the Company; (iii) the unauthorized disclosure of any trade secret or confidential information of the Company; (iv) the commission of an act which constitutes unfair competition with the Company or which induces any customer or supplier to breach a contract with the Company; (v) the indictment of the Executive for any felony involving deceit, dishonesty or fraud, or any criminal conduct by the executive that would reasonably be expected to result in material injury or reputational harm to the Company; or, with respect to Ms. Johnson (vi) conduct substantially prejudicial to the business of the Company. For purposes hereof, whether or not the executive has committed an act or omission of the type referred to in subparagraphs (i) through (vi) above, as applicable, will be determined by the Company in its reasonable, good faith discretion, based upon the facts known to the Company at the relevant time. “Good Reason” is defined under the Executive Agreements as (i) any material breach by the Company of the agreement; (ii) a change in the executive’s reporting relationships such that the executive no longer directly reports to the President and Chief Executive Officer; (iii) a material reduction or material adverse change in the executive’s current duties, responsibilities and authority, without the executive’s consent; (iv) the demand by the Company for the executive to relocate executive’s primary office location from Northborough, Massachusetts, provided (1) such relocation increases the executive’s regular vehicular one-way in-office commute to such new location by more than forty (40) miles, and (2) the Company does not offer the executive a remote working arrangement as part of the office relocation, without the executive’s consent; or (v) any reduction by the Company in the executive’s base salary or the executive’s performance bonus target without the executive’s consent, except for across-the-board compensation reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company. For purposes hereof, whether or not the executive has Good Reason to terminate the executive’s employment by the Company pursuant to subparagraphs (i) through (v) above shall be determined by the Company in its reasonable, good faith discretion, based upon the facts known to the Board at the relevant time. Any termination for Good Reason by the executive requires the executive to notify the Company within 60 days of the first occurrence of a condition, allow the Company to cure such condition within 30 days of the notice and the executive to terminate the employment within 60 days of the cure period.

  63. Potential Payments Upon Termination or Change of Control

    “Change of Control” is defined under the Executive Agreements as the first to occur of any of the following events: (i) the consummation of a reorganization, merger, consolidation or other similar transaction of the Company with or into any other person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) in which holders of the Company’s voting securities immediately prior to such reorganization, merger, consolidation or other similar transaction shall not, directly or indirectly, continue to hold at least a majority of the outstanding voting securities of the Company; (ii) a sale, lease, exchange or other transfer (in one transaction or a related series of transactions) of all or substantially all of the Company’s assets; (iii) the acquisition by any person or any group of such quantity of the Company’s voting securities as causes such person or group (other than a person or group who is a shareholder of the Company on the effective date of the executive agreement) to own beneficially, directly or indirectly, as of the time immediately after such transaction or series of transactions, more than fifty percent (50%) of the combined voting power of the voting securities of the Company other than as a result of (a) an acquisition of securities directly from the Company or (b) an acquisition of securities by the Company which by reducing the voting securities outstanding increases the proportionate voting power represented by the voting securities owned by any such person or group to fifty percent (50%) or more of the combined voting power of such voting securities; or (iv) a change in the composition of the Board within a two (2) year period such that a majority of the members of the Board are not continuing directors. As used in this paragraph, the term “continuing directors” shall mean as of any date of determination, any member of the Board who (a) was a member of the Board immediately after the effective date of the executive agreement, or (b) was nominated for election or elected to the Board with the approval of, or whose election to the Board was ratified by, at least a majority of the continuing directors who were members of the Board at the time of that nomination or election; provided however, that in no case shall any of the following constitute a change of control: (1) the public offering and sale of Company’s common stock by its shareholders pursuant to a registered secondary offering, (2) the voluntary or involuntary bankruptcy of the Company, or, with respect to Messrs. Rodriguez, Whitaker and Landes (3) any transaction or series of transactions that would not qualify as a change in control event within the meaning of Section 409A of the Code. The foregoing does not apply to the executives’ SEIG Awards, which are described above under – SEIG Awards of Performance-Based Restricted Stock—Non-CEO Named Executive Officers. The following tables set forth estimates of the payments and benefits each named executive officer would have been entitled to receive from us upon a termination of employment under the circumstances described in each table assuming that a qualifying termination and/or a change of control had occurred December 31, 2023. In accordance with SEC rules, the potential payments were determined under the terms of our contracts, agreements, plans and arrangements as in effect on December 31, 2023. The tables do not include any previously vested equity awards or accrued benefits. Because the payments to be made to a named executive officer depend on several factors, the actual amounts to be paid out upon a triggering event can only be determined at the time of the triggering event. Estimated Benefits in the Event of a Qualifying Termination Without Cause and Absent a Change of Control:

  64. Potential Payments Upon Termination or Change of Control

    | Name | Cash Severance ($)(1) | Acceleration of Unvested Options and RSUs ($)(2) | Continuation of Benefits and Outplacement ($) | Total ($) | | Donald R. Young | $3,647,190 | $786,374 | $57,909 | $4,491,473 | | Ricardo C. Rodriguez | $1,180,069 | $341,595 | $20,000 | $1,541,665 | | Virginia H. Johnson | $1,310,794 | $345,390 | $20,000 | $1,676,184 | | Corby C. Whitaker | $1,185,779 | $351,568 | $38,954 | $1,576,301 | | Gregg Landes | $1,178,933 | $351,568 | $42,523 | $1,573,024 |

  65. Potential Payments Upon Termination or Change of Control

    | (1) For Mr. Young, the value reported for cash severance includes two times the sum of his annual base salary and his annual bonus target, as well the annual bonus earned for 2023 based on actual performance for the fiscal year, which otherwise would be forfeited on termination prior to the bonus payment date in 2024. For the other Named Executive Officers, the values reported include the sum of the executive’s annual base salary and annual bonus target, as well the annual bonus earned for 2023 based on actual performance for the fiscal year, which otherwise would be forfeited on termination prior to the bonus payment date in 2024. |

  66. Potential Payments Upon Termination or Change of Control

    | (2) The values reported for accelerated vesting of restricted stock units and the portion of Mr. Young’s SEIG Award for which the applicable performance hurdles were achieved are based on the closing price of our common stock on December 29, 2023, and the values reported for accelerated vesting of stock options are based on the excess (if any) of such price over the exercise price of the applicable stock options. No amounts are reported for any SEIG Awards for which the applicable performance hurdles were not achieved based on the closing price of our common stock on December 29, 2023. |

  67. Potential Payments Upon Termination or Change of Control

    Estimated Benefits in the Event of a Qualifying Termination Without Cause or for Good Reason Within 12 Months Following a Change of Control:

  68. Potential Payments Upon Termination or Change of Control

    | Name | Cash Severance ($)(1) | Acceleration of Unvested Options and RSUs ($)(2) | Continuation of Benefits and Outplacement ($) | Total ($) | | Donald R. Young | $3,647,190 | $3,808,159 | $57,909 | $7,513,258 | | Ricardo C. Rodriguez | $1,822,069 | $1,779,227 | $20,000 | $3,621,296 | | Virginia H. Johnson | $2,033,044 | $1,792,798 | $20,000 | $3,845,842 | | Corby C. Whitaker | $1,827,779 | $1,790,163 | $57,909 | $3,675,850 | | Gregg Landes | $1,820,933 | $1,790,163 | $65,045 | $3,676,141 |

  69. Potential Payments Upon Termination or Change of Control

    | (1) The values reported for cash severance include two times the sum of each Named Executive Officer’s annual base salary and annual bonus target, as well the annual bonus earned for 2023 based on actual performance for the fiscal year, which otherwise would be forfeited on termination prior to the bonus payment date in 2024. |

  70. Potential Payments Upon Termination or Change of Control

    | (2) The values reported for accelerated vesting of restricted stock units and the portion of Mr. Young’s SEIG Award for which the applicable performance hurdles were achieved are based on the closing price of our common stock on December 29, 2023, and the values reported for accelerated vesting of stock options are based on the excess (if any) of such price over the exercise price of the applicable stock options. No amounts are reported for any SEIG Awards for which the applicable performance hurdles were not achieved based on the closing price of our common stock on December 29, 2023. |

  71. CEO Pay Ratio

    CEO Pay Ratio For 2023, the median annual total compensation of all employees other than our Chief Executive Officer was $90,400. The annual total compensation of our Chief Executive Officer was $3,626,031, and the ratio of our Chief Executive Officer’s compensation to the median employee was 40 to 1. The Pay Ratio disclosed is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As permitted under Item 402(u) of Regulation S-K, for 2023, we used the same median employee who was identified in 2022 as our median employee, because we determined that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. Accordingly, our median employee was identified as of December 31, 2022, using our U.S. workforce on that date of 513 total full-time, part-time, and temporary employees (including employees on leave and excluding the Chief Executive Officer) working at the Company together with the Company’s consolidated subsidiaries. Of those individuals, 506 were located in the United States and U.S. territories, and seven were located in four other countries around the world. The scale of our operations in these other countries is smaller, and in aggregate we employed less than 5% of our total workforce in these countries as of December 31, 2022, primarily as sales staff. We excluded those seven employees, amounting to 1.4% of our workforce as of December 31, 2022, from the identification of the “median employee”, as permitted by SEC rules. We identified our median employee based on the W-2 taxable wages paid during the 12-month period ended December 31, 2022. In making this determination, we did not annualize the compensation of employees who were hired in 2022 but did not work for us or our consolidated subsidiaries for the entire 12-month period. We calculated 2023 total compensation for the median employee and the Chief Executive Officer based on the proxy rules for determining the annual total compensation of our named executive officers.

  72. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As discussed in the Compensation Discussion and Analysis section above, the Compensation Committee of the Board has implemented an executive compensation program designed to link a substantial part of each executive’s realized compensation to the achievement of the Company’s financial and operating objectives as well as to align executives’ pay with changes in the value of shareholder investments. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding the compensation of our named executive officers and the Company’s performance. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and the pay of our named executive officers.

  73. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Don Young | Compensation Actually Paid to Don Young(1)(2) | Average Summary Compensation Total for Other Named Executives(3) | Average Compensation Actually Paid to Other Named Executive Officers(1)(3) | ASPN Cumulative Total Shareholder Return (“TSR”) | S&P 1500 Specialty Chemicals Index Cumulative TSR | Net Income ($ thousands) | Adjusted EBITDA | | 2023 | $3,626,031 | $7,802,535 | $1,791,263 | $3,414,594 | $(5) | $5 | $(45,811) | $(22,931) | | 2022 | $2,378,906 | $(20,840,392) | $1,406,497 | $(606,470) | $52 | $7 | $(82,738) | $(60,638) | | 2021 | $8,367,611 | $30,297,488 | $790,094 | $4,252,939 | $542 | $45 | $(37,094) | $(25,938) | | 2020 | $2,298,852 | $5,328,933 | $624,828 | $1,895,890 | $115 | $15 | $(21,809) | $(6,367) |

  74. PAY VERSUS PERFORMANCE

    | (1) For each year, “Compensation Actually Paid” reflects the Summary Compensation Total (“SCT”) for the relevant named executive officer(s) less the values included in the “Stock Awards” and “Option Awards” columns and adding to this: |

  75. PAY VERSUS PERFORMANCE

    | ● | The fair value at the end of the year of equity compensation granted during the year; |

  76. PAY VERSUS PERFORMANCE

    | ● | The change in fair value as of the vesting date, measured from the prior year-end, of any equity awards granted in prior years that vested during the year (whether positive or negative); and |

  77. PAY VERSUS PERFORMANCE

    | ● | The change in fair value at year-end, measured from the prior year-end, of any equity awards granted in prior years that remained unvested as of the end of the year (whether positive or negative) |

  78. PAY VERSUS PERFORMANCE

    As a result, “Compensation Actually Paid” does not reflect the value that was or may actually be realized by the named executive officers. In calculating the year-over-year change in the value of unvested option awards as well as the change in value to mid-year vesting dates, the options’ Black-Scholes values were calculated at each measurement date using the following inputs:

  79. PAY VERSUS PERFORMANCE

    | ● | Fair value: based on the closing share price on the measurement date. |

  80. PAY VERSUS PERFORMANCE

    | ● | Expected life: for in-the-money options, the time elapsed since the grant date was deducted from the original expected life assumption. For out-of-the-money options, the expected life was adjusted upward in proportion to the degree to which the options were out-of-the-money relative to their exercise price. |

  81. PAY VERSUS PERFORMANCE

    | ● | Stock price volatility: based on historical volatility for a trailing term to match the updated expected life assumption as of each measurement date. |

  82. PAY VERSUS PERFORMANCE

    | ● | Risk-free rate: based on an interpolated rate for a U.S. Treasury security with a term to match the updated expected life assumption as of each measurement date. |

  83. PAY VERSUS PERFORMANCE

    | ● | Dividend yield: based on the most recent quarterly dividend, annualized, as of each measurement date. The Company does not intend to pay cash dividends on our common stock in the foreseeable future, nor have we paid dividends on our common stock in the past. |

  84. PAY VERSUS PERFORMANCE

    | (2) The amounts deducted and added in calculating the “Compensation Actually Paid” for Mr. Young for the most recently completed fiscal year are as follows: |

  85. PAY VERSUS PERFORMANCE

    | | 2023 | | Reported SCT Total Compensation | 3,626,031 | | Equity Award Values Reported in the SCT | (1,746,421) | | Year End Fair Value of Equity Awards Granted in the Year | 4,871,782 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 1,102,042 | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (50,899) | | Fair Value of Equity Compensation Forfeited in Current Fiscal Year Determined at End of Prior Fiscal Year | — | | Pension Values Reported in the SCT | — | | Pension Service Cost Attributable to Year | — | | Compensation Actually Paid | 7,802,535 |

  86. PAY VERSUS PERFORMANCE

    | (3) For 2023, other named executive officers include Ricardo C. Rodriguez, Virginia H. Johnson, Corby C. Whitaker and Gregg R. Landes. For 2022, other named executive officers include John F. Fairbanks, Gregg R. Landes, Ricardo C. Rodriguez, Keith L. Schilling, and Corby C. Whitaker. For 2021, other named executive officers include Kelley Conte, John F. Fairbanks, Gregg R. Landes, and Corby C. Whitaker. For 2020, other named executive officers include Kelley Conte, John F. Fairbanks, Gregg R. Landes, and Corby C. Whitaker. |

  87. PAY VERSUS PERFORMANCE

    The amounts deducted and added in calculating the average “Compensation Actually Paid” for these named executive officers for the most recently completed fiscal year are as follows:

  88. PAY VERSUS PERFORMANCE

    | | 2023 | | Average Reported SCT Total Compensation | 1,791,263 | | Average Equity Award Values Reported in the SCT | (823,206) | | Average Year End Fair Value of Equity Awards Granted in the Year | 2,300,479 | | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 152,122 | | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (6,064) | | Average Fair Value of Equity Compensation Forfeited in Current Fiscal Year Determined at End of Prior Fiscal Year | — | | Average Pension Values Reported in the SCT | — | | Average Pension Service Cost Attributable to Year | — | | Average Compensation Actually Paid | 3,414,594 |

  89. PAY VERSUS PERFORMANCE

    | (4) Adjusted EBITDA is net income (loss) before interest expense, taxes, depreciation, amortization, stock-based compensation expense and other items, from time to time, which we do not believe are indicative of our core operating performance, which items are discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K for the applicable fiscal year. |

  90. PAY VERSUS PERFORMANCE

    As illustrated in the table above and the charts below, the “Compensation Actually Paid” (calculated as required under SEC rules) for our named executive officers over the past four fiscal years has directionally aligned with our TSR as well as net income and Adjusted EBITDA over this same period. Along with Compensation Actually Paid, the chart below outlines our one-year, two-year, three-year and four-year TSR as compared to the one-year, two-year, three-year and four-year TSR of the S&P 1500 Specialty Chemicals Index. In each case, TSR is measured starting from December 31, 2019: The chart below outlines Compensation Actually Paid and the Company’s net income. The chart below outlines Compensation Actually Paid and the Company’s Adjusted EBITDA. The Company’s Compensation Actually Paid is impacted by the Company’s TSR in that a significant portion of the compensation of our named executive officers is granted in the form of equity-based compensation awards that increase or decrease in value based on changes in our stock price. In addition, the Company’s annual bonus payouts are determined based primarily on Adjusted EBITDA performance. The Company’s incentive compensation is not currently determined based on TSR performance relative to a peer group or market index, or based on net income. The Compensation Committee of the Board carefully monitors and selects the performance metrics used under the Company’s executive compensation programs each year. Set forth below are those metrics that the Company believes represent the most important financial performance measures used to link compensation actually paid to our named executive officers to Company performance for 2023.

  91. PAY VERSUS PERFORMANCE

    | Performance Measure | Description; Link to Company Performance | | Adjusted EBITDA | Various measures of EBITDA are widely used by investors to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired. | | Revenue | In addition to Adjusted EBITDA, revenue is a key driver investors use in the evaluation of our Company’s performance. It is frequently compared to Company projections and examined in relation to annual guidance in order to determine how well the Company is performing relative to expectations. | | Share Price | Share price directly impacts the value of compensation as equity awards are derivatives linked to the share price. |

  92. Director Compensation

    Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2023, to each of our non-employee directors that served in such capacity during 2023.

  93. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Stock Options ($)(1) | Total ($) | | Rebecca B. Blalock | $62,500 | $50,993 | $33,998 | $147,491 | | Kathleen M. Kool | $54,292 | $50,993 | $33,998 | $139,283 | | Steven R. Mitchell | $50,000 | $50,993 | $33,998 | $134,991 | | Mark L. Noetzel | $67,750 | $50,993 | $33,998 | $152,741 | | William P. Noglows | $98,000 | $50,993 | $33,998 | $182,991 | | Richard F. Reilly(2) | $40,000 | $— | $— | $40,000 | | James E. Sweetnam | $57,500 | $50,993 | $33,998 | $142,491 |

  94. Director Compensation

    | (1) These amounts represent the aggregate grant date fair value of options granted to each director during the fiscal year ended December 31, 2023, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 15 to our financial statements, included in our Annual Report on Form 10-K for the year ended December 31, 2023. Such options vest over a one-year period or the day before the next annual stockholder meeting. |

  95. Director Compensation

    | (2) Richard F. Reilly served as a member of our Board of Directors and as a member of the Audit Committee until June 1, 2023. |

  96. Director Compensation

    As of December 31, 2023, the aggregate number of shares subject to outstanding equity awards held by our non-employee directors was:

  97. Director Compensation

    | Name | Number of Stock Options Held at Fiscal Year-End | Number of Shares of Restricted Stock Held at Fiscal Year-End | | Rebecca B. Blalock | 81,080 | 7,488 | | Kathleen M. Kool | 12,182 | 11,685 | | Steven R. Mitchell | 91,308 | 7,488 | | Mark L. Noetzel | 69,049 | 7,488 | | William P. Noglows | 91,308 | 7,488 | | Richard F. Reilly | 85,996 | — | | James E. Sweetnam | 11,592 | 10,983 |

  98. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In May 2014, our Board adopted the non-employee director compensation policy (the “director compensation policy”), which became effective following the completion of the Company’s initial public offering in June 2014. The policy was amended in June 2015 and then subsequently in June 2018, February 2021 and February 2022. The policy is designed to seek to ensure that director compensation aligns our non-employee directors’ interests with the long-term interests of our stockholders, that the structure of the compensation is simple, transparent and easy for stockholders to understand and that our non-employee directors are fairly compensated. Pursuant to our director compensation policy, during each year of a non-employee director’s tenure, the director will receive (i) a grant of restricted stock, (ii) a grant of options, and (iii) cash fees for their service on the Board and committees of the Board, as applicable. Directors who are also our employees, such as Mr. Young, will not receive additional compensation for their services as directors. The Nominating, Governance and Sustainability Committee, with the assistance of Meridian, regularly evaluates our director compensation program to ensure that it remains competitive and effective. We will grant each non-employee director (i) restricted shares of the Company’s common stock and (ii) an option to buy shares of common stock equal in value in the aggregate to $85,000, which we refer to as the Annual Grant, under the 2023 Plan, each year on or about the time of the meeting of our Board following our annual meeting of stockholders, provided that if there has been no annual meeting of stockholders held by the first day of the third fiscal quarter of such year, each non-employee director will receive the Annual Grant on the first day of the third fiscal quarter of such year. The number of shares of common stock to be granted to each independent director as their Annual Grant will be calculated using the closing price on such date of our common stock on the New York Stock Exchange or such other national securities exchange as our common stock is then traded. The number of shares underlying the options will be calculated based on the fair market value of such options based on applicable valuation methods. Such granted value may be split between restricted shares of common stock and stock options as determined by our Board in accordance with the policy. For any new non-employee director joining our Board after the grant of the Annual Grant in any given year, such non-employee director will receive a grant of restricted shares of our common stock on the first day of their service on our Board equal to the pro rata share of that year’s Annual Grant calculated by multiplying the number of days of such year that the such new director will serve by the quotient of $85,000 divided by 365. Such granted value may be split between restricted shares of common stock and stock options as determined by our Board in accordance with the policy. In the event that a non-employee director departs from the Board of Directors other than as a result of removal from the Board of Directors for cause (as defined in the 2023 Plan) (the “Departing Director”), the Departing Director will have two years from the date of departure to exercise all stock options, to the extent vested and exercisable as of the date of departure, subject to the provisions of the 2023 Plan, and provided, however, that in no event shall the Departing Director be permitted to exercise such stock options following the expiration of the term of such stock options. The Board retains the discretion to add additional time to such exercise period when considering each such departure. In addition, if the Departing Director has served on the Board for at least three years at the time of departure, the Board retains the discretion to provide for the acceleration of vesting of some or all of the Departing Director’s unvested stock options or restricted stock. The following annual cash fees are paid to our non-employee directors for service on our Board and its Audit Committee, Compensation Committee, and Nominating, Governance and Sustainability Committee, as applicable:

  99. Non-Employee Director Compensation Policy

    | Board of Directors or Committee of Board of Directors | Annual Retainer Amount for Chair (in lieu of the annual retainer amount for a member) | Annual Retainer Amount for Member | | Board of Directors | $90,000 | $45,000 | | Audit Committee | $15,000 | $7,500 | | Compensation & Leadership Development Committee | $15,000 | $5,000 | | Nominating, Governance & Sustainability Committee | $10,000 | $4,000 |

  100. Non-Employee Director Compensation Policy

    If the Company holds more than 12 Board meetings in a calendar year, more than 12 meetings of the Audit Committee in a calendar year, or more than eight meetings of either of the Compensation Committee or the Nominating, Governance and Sustainability Committee in a calendar year, then the Board, at its discretion, may pay to each non-management director, as defined in the director compensation policy, or member of such committee, as applicable, that attends such additional meetings by telephone or other means of communication, an additional one-time cash retainer for their additional service starting at one times the existing retainer for membership of the Board or relevant committee, as applicable, and which amount may be increased, without exceeding $45,000 for any given calendar year. The cash payments are paid quarterly in arrears at the end of each fiscal quarter. We have reimbursed and will continue to reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our Board and committees of the Board. Pursuant to the director compensation policy and the terms of our stockholder-approved 2023 Plan, the sum of the grant date fair value of all awards made in any fiscal year pursuant to the 2023 Plan to any non-employee director, together with cash compensation earned by the non-employee director, shall not exceed $500,000.

  101. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board has nominated Rebecca B. Blalock and James E. Sweetnam for election at the annual meeting. The Board currently consists of seven members, classified into three classes as follows: Rebecca B. Blalock and James E. Sweetnam constitute the Class I directors with a term ending at the annual meeting; Kathleen M. Kool, Mark L. Noetzel and William P. Noglows constitute the Class II directors with a term ending at the 2025 annual meeting of stockholders; and Steven R. Mitchell and Donald R. Young constitute the Class III directors with a term ending at the 2026 annual meeting of stockholders. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring. The Board has voted to nominate Rebecca B. Blalock and James E. Sweetnam for election at the annual meeting for a term of three years to serve until the annual meeting of stockholders to be held in 2027, and until their respective successors are elected and qualified. The Class II directors (Kathleen M. Kool, Mark L. Noetzel and William P. Noglows) and Class III directors (Steven R. Mitchell and Donald R. Young) will serve until the annual meetings of stockholders to be held in 2025 and 2026, respectively, and until their respective successors are elected and qualified. Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Rebecca B. Blalock and James E. Sweetnam as directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as the Board may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director. A plurality of the shares voted for each nominee at the annual meeting is required to elect each nominee as a director. THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF REBECCA B. BLALOCK AND JAMES E. SWEETNAM AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.