DEF 14A of Aspen Aerogels Inc, Mar 27, 2026

DEF 14A of Aspen Aerogels Inc

Filed Mar 27, 2026 · FY20250001193125-26-129161

Open on EDGAR

  1. 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 collaboration of 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. The Compensation Committee has directly engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant, and the Compensation Committee utilizes Meridian 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 Compensation Committee generally seeks to target executive compensation opportunities within a competitive range of peer or market median. The Compensation Committee has formally approved a peer group for this purpose (and also considers other market data sources as appropriate). The peer group used by the Compensation Committee in making executive compensation decisions for fiscal year 2025 was developed with the advice and assistance of Meridian out of a candidate pool of size (as measured principally by revenue and market capitalization) and industry-appropriate publicly-traded companies, with a focus on high technology companies in the manufacturing and energy sectors. 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 2025, our peer group consisted of the following 16 companies:

  2. The Role of Our Compensation Committee and Compensation Consultant

    | Allegro Microsystems, Inc. | Energy Recovery, Inc. | Shoals Technologies Group, Inc. | | Array Technologies, Inc. | Enphase Energy, Inc. | Thermon Group Holdings, Inc. | | Babcock & Wilcox Enterprises, Inc. | Hexcel Corporation | Vicor Corporation | | Blink Charging Co. | indie Semiconductor, Inc. | Wolfspeed, Inc. | | Bloom Energy Corporation | Plug Power, Inc. | | | ChargePoint Holdings, Inc. | Rogers Corporation | |

  3. The Role of Our Compensation Committee and Compensation Consultant

    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 further aligning the interests of our executives with those of our stockholders. The peer group is subject to change over time, and we expect that the Compensation Committee will continue to periodically review and update the list of peer group companies.

  4. Main Elements of Our Executive Compensation Program

    (1) Mr. Young's annual base salary was increased from $515,000 to $600,000, effective March 29, 2025. (2) Mr. Thoele was promoted to Chief Financial Officer and Treasurer effective October 1, 2025. Compensation for fiscal year 2024 reflects service in the executive’s prior role, during which the executive was not a Named Executive Officer. Compensation for fiscal year 2025 reflects service as the Chief Financial Officer. (3) Mr. Landes’ annual base salary was increased from $400,000 to $440,000, effective on September 15, 2025. (4) Mr. Deegan was appointed Chief Administrative Officer, General Counsel and Secretary effective September 22, 2025. (5) Mr. Rodriguez departed the Company on October 1, 2025. (6) Ms. Johnson departed the Company on May 23, 2025. (7) Mr. Schilling departed the Company on June 13, 2025. Corporate Bonus Plan Our Corporate Bonus Plan is designed to provide annual cash incentive bonus opportunities 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. For 2025, the Corporate Bonus Plan provides that executives are eligible to receive a cash bonus over an annual performance period based on both (a) financial performance goals based on revenue and Adjusted EBITDA that are established by the Compensation Committee in the first quarter of the year the fiscal year, and (b) the application of an individual performance modifier based on individual strategic and operational goals and objectives established for each executives, as described below: The Compensation Committee determines the percentage of annual base salary as target bonus opportunity for each executive and the threshold, target and maximum achievement levels applicable to each financial performance goal; with funding of revenue and Adjusted EBITDA goals calculated independently and ranging from 0% to 200%. Following completion of the performance period, the administrator determines the level of performance achieved for each financial goal. Each executive’s bonus may be further increased or decreased (by the Board for the CEO and by the Compensation Committee, with input from the CEO, for the other named executive officers) by a range of 0% to 125% based on an assessment of each executive’s performance against respective individual strategic and operational goals and objectives. The maximum bonus that can be earned by each, after application of the individual performance modifier, is limited to 200% of the target bonus. The Corporate Bonus Plan generally requires participants to remain employed in good standing through the bonus payment date in order to receive a bonus for the fiscal year. The Compensation Committee retains discretion to reduce payouts under the Corporate Bonus Plan, and the Compensation Committee also reserves the right to pay discretionary bonuses to account for unanticipated, unusual or extraordinary circumstances or performance. Bonuses earned or paid under the Corporate Bonus Plan are subject to forfeiture or recovery pursuant to the Company’s Compensation Recoupment Policy. 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 (or the Board, with respect to the CEO’s bonus opportunity) approved the target bonus amounts and company financial and individual performance goals under the Corporate Bonus Plan for fiscal year 2025 for the named executive officers. Each named executive officer’s 2025 target bonus opportunity, calculated as a percentage of year-end base salary, was based on achievement of the approved financial performance goals 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 (or the Board, with respect to the CEO’s bonus opportunity) 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 200% of the Target). As discussed below, because the threshold performance goals for revenue and Adjusted EBITDA were not met for fiscal 2025, no bonuses were paid to our named executive officers under the 2025 Corporate Bonus Plan. The target bonus opportunities established for our named executive officers for fiscal year 2025, expressed as a percentage of their year-end base salary, are presented below. The 2025 target bonus opportunities for Messrs. Young, Whitaker, Landes and Schilling and Ms. Johnson remained unchanged from 2024, while the target bonus opportunity for Mr. Rodriguez was increased to 70% of his base salary for 2025, based on a market review of peer company compensation. The 2025 target bonus opportunity for Mr. Thoele was increased to 60% of his annual base salary in connection with his promotion to Chief Financial Officer and Treasurer. The 2025 target bonus opportunity for Mr. Deegan was established at the time of his appointment as Chief Administrative Officer, General Counsel and Secretary.

  5. Main Elements of Our Executive Compensation Program

    | Name | 2025 Target Bonus Opportunity (% of Base Salary) | | Donald R. Young | 110% | | Grant D. Thoele(1) | 60% | | Corby C. Whitaker | 60% | | Gregg R. Landes | 60% | | Glenn E. Deegan(2) | 60% | | Ricardo C. Rodriguez | 70% | | Virginia H. Johnson | 60% | | Keith L. Schilling | 60% |

  6. Main Elements of Our Executive Compensation Program

    Mr. Thoele was appointed Chief Financial Officer and Treasurer effective October 1, 2025, and his 2025 target bonus opportunity was increased from 35% to 60%, effective on that date. Mr. Thoele’s 2025 annual bonus was calculated by prorating his target bonus opportunity for the portions of the fiscal year before and after that date. (2) Mr. Deegan was appointed Chief Administrative Officer, General Counsel and Secretary effective September 22, 2025, and Mr. Deegan’s 2025 annual bonus was prorated for the portion of the fiscal year after that date. The ability of our named executive officers to earn a bonus under the 2025 Corporate Bonus Plan was tied to the achievement of the revenue and Adjusted EBITDA performance goals established by the Compensation Committee for 2025, which are set out in the following table (at threshold, target and maximum levels, in thousands of dollars). As illustrated below, the threshold financial performance goal levels were not met, resulting in a bonus payout percentage of 0%. Accordingly, none of our named executive officers received a bonus payout under the 2025 Corporate Bonus Plan.

  7. 2025 Cash Bonus Performance Summary

    2025 Cash Bonus Performance Summary

  8. 2025 Cash Bonus Performance Summary

    | | | Performance Goals | | | Actual Results | | | | Measure | Weight | Threshold ($) (000s) | Target ($) (000s) | Max ($) (000s) | Actual ($) (000s) | Payout (%) | | | Revenue | 25% | $352,000 | 392,000 | $447,000 | $271,103 | 0% | | | Adjusted EBITDA | 75% | $31,000 | 60,000 | $100,000 | $2,938 | 0% | | | | | | | Weighted Payout: | | 0% | 1,2 |

  9. 2025 Cash Bonus Performance Summary

    (1) Maximum potential award under the Corporate Bonus Plan was 200% of the target. (2) Individual payouts could range from 0% - 125% of company funding to account for individual performance; overall payout opportunities were capped to 200% of the Target. Equity Incentive Plan – 2025 Long-Term Incentive Awards 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”), and the amendment and restatement of the 2023 Plan, which increased the number of shares available for grants, was approved by our stockholders at the 2025 annual meeting of stockholders. 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 under the 2023 Plan 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, including consideration of market data and executive roles and responsibilities, determines a dollar value for the annual equity grants. The Compensation Committee also determines the mix of equity instruments and the vesting schedules and other terms and conditions of the awards, consistent with the terms of the 2023 Plan. For 2025, equity grants under our annual long-term incentive grant program for our named executive officers reflect a mix of 50% performance share units (“PSUs”), 25% stock options and 25% restricted stock units (“RSUs”). The introduction of PSUs as the most heavily-weighted component of our long-term incentive program for 2025 equity awards is intended to further align executive incentives with shareholder interests by linking 50% of each named executive officer’s 2025 long-term incentive opportunity to the Company’s total stockholder return (“TSR”) performance relative to the other constituents of the Russell 2000 Index over a three-year performance period. The key design elements and objectives of the 2025 equity awards are highlighted below:

  10. 2025 Cash Bonus Performance Summary

    | LTI Component | Design | Objective | | Performance Share Units (PSUs) | •3-year performance period (i.e., cliff vesting) consisting of fiscal years 2025-2027 •Relative Total Share Return (rTSR) performance against the constituents of Russell 2000 Index (equally weighted) •Performance payout scale ranging from 0-200% | •Strengthens alignment with shareholder interests by linking rewards to company’s long-term market performance relative to peers within a segment index. | | Stock Options | •Exercise price equal to fair value on grant date •Vest ratably over three years with 10-year term | •Focus on absolute stock price appreciation over long-term horizon. | | Restricted Stock Units (RSUs) | •Vest ratably over three years | •Provide for level of retention and ability to fulfill stock ownership requirements. |

  11. 2025 Cash Bonus Performance Summary

    Except as noted below, the Compensation Committee approved a target economic value for annual long-term equity grant for each of our executives during the first quarter of 2025. The table below sets forth the approved target economic value for annual long-term equity grants for each NEO:

  12. 2025 Cash Bonus Performance Summary

    | Name | Target PSUs(1) | RSUs | Stock Options | Total | | Donald R. Young | $850,000 | $425,000 | $425,000 | $1,700,000 | | Grant D. Thoele (2) | $250,000 | $125,000 | $125,000 | $500,000 | | Corby C. Whitaker | $400,000 | $200,000 | $200,000 | $800,000 | | Gregg R. Landes | $387,500 | $193,750 | $193,750 | $775,000 | | Glenn E. Deegan (3) | $162,500 | $81,250 | $81,250 | $325,000 | | Ricardo C. Rodriguez | $625,000 | $312,500 | $312,500 | $1,250,000 | | Virginia H. Johnson | $412,500 | $206,250 | $206,250 | $825,000 | | Keith L. Schilling | $387,500 | $193,750 | $193,750 | $775,000 |

  13. 2025 Cash Bonus Performance Summary

    (1) The values shown above reflect the intended fair market value and differ from the values reported in the “Summary Compensation Table” as the TSR-Based PSUs reflect the fair value from a Monte Carlo simulation due to the nature of the award. (2) For Mr. Thoele, amounts reflect both equity awards granted on March 5, 2025, prior to his appointment as Chief Financial Officer and Treasurer, and equity awards granted on October 1, 2025 in connection with his appointment to that position. The values for Mr. Deegan reflect a grant in the fourth quarter of 2025 after joining the Company. 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. The named executive officers are not eligible to participate in our Employee Stock Purchase Plan. 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 $23,500 for calendar year 2025. Participants that are 50 years or older can also make “catch-up” contributions, which in calendar year 2025 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 7% of eligible compensation. Participant contributions are held and invested, pursuant to the participant’s instructions, by the plan’s trustee. Employment Agreements with Our Named Executive Officers Donald R. Young Effective January 1, 2022, we entered into an executive employment agreement with Mr. Young with a three-year term that was scheduled to expire on December 31, 2024 (the “CEO Agreement”). On August 30, 2024, the CEO Agreement was amended and restated in its entirety. As amended and restated, the CEO Agreement provides that Mr. Young will continue to serve as the Company’s President and Chief Executive Officer for a three-year term ending August 30, 2027, with automatic one-year renewals thereafter, unless either the Company or Mr. Young provides written notice of non-renewal at least 60 days before the applicable expiration date. Pursuant to the CEO Agreement, Mr. Young’s annual base salary was originally set at $515,000 per year, and Mr. Young is eligible to receive an annual performance-based cash bonus (the “CEO Performance Bonus”) as determined by the Company’s Board of Directors with a target of not less than 110% of his base salary (the “CEO Performance Bonus Target”). Mr. Young’s base salary and CEO Performance Bonus Target may be increased, but not decreased, at the discretion of the Company’s Board of Directors. During his continued employment, Mr. Young will be eligible to receive long-term incentive compensation awards on such terms as approved by the Board of Directors. Mr. Young also will be entitled to participate in such compensation and benefit programs for which salaried employees of the Company may be eligible from time to time, and he will receive reimbursement of reasonable travel and business expenses in accordance with the Company’s expense reimbursement procedures in effect from time to time. As amended and restated, the CEO Agreement also provided for the reimbursement of not more than $10,000 of Mr. Young’s reasonable legal fees incurred in connection with the amendment and restatement of the CEO Agreement. Mr. Young is entitled to certain benefits in connection with a termination of his employment or a change of control as discussed below under “Potential Payments Upon Termination or Change of Control.” Other Named Executive Officers Effective November 4, 2025 we entered into amended and restated executive employment agreements with Messrs. Whitaker and Landes. Effective October 1, 2025, we entered into an executive employment agreement with Mr. Thoele, and effective September 22, 2025, we entered into an executive employment agreement with Mr. Deegan. The employment agreements establish base salary and target annual bonus amounts for each executive, subject to increase as determined by the Board or the Compensation Committee. Each of the employment agreements with Messrs. Whitaker, Landes, Thoele and Deegan has a one-year term with a provision for successive automatic one-year automatic renewals, unless either the Company or the executive provides written notice of non-renewal at least 60 days before the applicable annual expiration date. All of the employment agreements contain customary confidentiality, non-disclosure, non-competition, non-solicitation, non-recruitment, trade secrets, intellectual property ownership, and cooperation provisions. Messrs. Whitaker, Landes, Thoele and Deegan are entitled to certain benefits in connection with a termination of their employment or a change of control as discussed below under “Potential Payments Upon Termination or Change of Control.” Prior to the termination of their employment, we also maintained executive employment agreements with Mr. Rodriguez (amended and restated effective January 1, 2023), Ms. Johnson (effective March 25, 2022) and Mr. Schilling (amended and restated effective January 1, 2023), which set out the terms of the executive’s employment, including severance benefits in connection with a termination of employment. The employment of Mr. Rodriguez, Ms. Johnson and Mr. Schilling terminated on October 1, 2025, May 23, 2025 and June 13, 2025, respectively. The benefits provided to Mr. Rodriguez, Ms. Johnson and Mr. Schilling in connection with the termination of their employment with the Company are discussed below under “Benefits Provided to Named Executive Officers Upon Termination During the Fiscal Year.”

  14. Policies and Practices Related to the Grant of Equity Awards

    Policies and Practices Related to the Grant of Equity Awards The Company does not schedule the grant of stock options or other equity awards in anticipation of the release of material nonpublic information, nor does the Company time the release of material nonpublic information based on the timing of grants of stock options or other equity awards. On May 30, 2024, the Board adopted an Equity Grant Policy, to formalize our policies and procedures with respect to the granting of equity compensation awards. The Equity Grant Policy establishes the following general guidelines for the grant of equity compensation awards: (i) equity awards generally will not be granted when the Company is in possession of material nonpublic information; (ii) equity awards generally will not be granted during the period commencing four business days before a periodic or current report filed with the Securities and Exchange Commission that discloses material nonpublic information and ending one business day after the filing or furnishing of such report; (iii) the Company will not purposely accelerate or delay the public release of material nonpublic information, or the grant date of any equity award, with the intention of allowing the grantee of an equity award to benefit from a more favorable stock price; and (iv) in no event will the grant date of any equity award be prior to the date of approval of the award. Further, pursuant to the Equity Grant Policy: • Annual grants of equity awards to the Chief Executive Officer generally will be approved by the Board at its meeting held in or around March of each year, and unless otherwise determined by the Board, the grant date of each annual award to the Chief Executive Officer will be the date of approval of the award by the Board; • Annual grants of equity awards to other officers and employees of the Company generally will be approved by the Committee at its meeting held in or around March of each year, and unless otherwise determined by the Committee, the grant date of each such award will be the later of (i) the date of approval of the award by the Committee, or (ii) the grant date of the annual equity award to the Chief Executive Officer for that year, as approved by the Board; • Annual grants of equity awards to non-employee directors shall be approved by the Board in accordance with the Company’s Non-Employee Director Compensation Policy. • Grants of equity awards in connection with new hires or promotions of employees or consultants or bonus awards generally will be approved on a regularly monthly basis (and may be approved by the Chief Executive Officer where permitted pursuant to delegated authority), and the grant date of such awards generally will be the last trading day of the month in which the award is approved; and Any other special or discretionary equity awards will be approved as of such date as determined by the Compensation Committee or the Board, in accordance with the general principles of the Equity Grant Policy. Consistent with our Equity Grant Policy, as part of our regular long-term incentive grant cycle for the 2025 fiscal year, the Board and the Compensation Committee granted equity awards (including stock options) effective on the date of the March 5, 2025 Board meeting, to our named executive officers who were serving at the time. That date fell within the period beginning four business days before and ending one business day after the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), as a Form 8-K was filed on March 6, 2025 to disclose the retirement of Ms. Blalock and Mr. Noetzel from the Board effective immediately after the 2025 annual meeting of stockholders. Accordingly, pursuant to SEC Rules, we are providing the following information relating to certain stock options granted to certain of our named executive officers during fiscal year 2025:

  15. Policies and Practices Related to the Grant of Equity Awards

    | Name | Grant Date | Number of Securities Underlying the Award (#) | Exercise Price ($) | Grant Date Fair Value of the Award ($) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information(1) | | Donald R. Young | 3/5/2025 | 76,417 | 7.84 | $424,998 | 8.90% | | Grant D. Thoele | 3/5/2025 | 8,990 | 7.84 | $49,998 | 8.90% | | Corby C. Whitaker | 3/5/2025 | 35,961 | 7.84 | $199,999 | 8.90% | | Gregg R. Landes | 3/5/2025 | 34,837 | 7.84 | $193,748 | 8.90% | | Glenn E. Deegan | - | - | - | $- | - | | Ricardo C. Rodriguez | 3/5/2025 | 56,189 | 7.84 | $312,499 | 8.90% | | Virginia H. Johnson | 3/5/2025 | 37,804 | 7.84 | $206,245 | 8.90% | | Keith L. Schilling | 3/5/2025 | 34,837 | 7.84 | $193,748 | 8.90% |

  16. Policies and Practices Related to the Grant of Equity Awards

    Percentage change between March 4, 2025 closing price of $7.30 per share and March 7, 2025 closing price of $7.95 per share.

  17. 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, 2025, 2024 and 2023.

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) (2) | Bonus ($) | Stock Awards ($) (3) | Option Awards ($) (4) | Non- Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6) (7) | Total ($) | | Donald R. Young | 2025 | 577,115(8) | - | 1,670,722 | 424,998 | — | 12,250 | 2,685,085 | | President and Chief Executive Officer | 2024 | 515,000 | - | 324,986 | 974,990 | 1,274,625 | 10,350 | 3,099,951 | | | 2023 | 515,000 | - | 249,995 | 1,496,426 | 1,331,275 | 33,335 | 3,626,031 | | Grant D. Thoele | 2025 | 347,700(9) | - | 458,933 | 124,997 | — | 11,714 | 943,344 | | Chief Financial Officer and Treasurer | | | | — | — | — | — | — | | | | | | — | — | — | — | — | | Corby C. Whitaker | 2025 | 440,000 | - | 786,218 | 199,999 | — | 12,250 | 1,438,467 | | Chief Commercial Officer | 2024 | 429,231(10) | - | 131,243 | 393,743 | 594,000 | 10,350 | 1,558,567 | | | 2023 | 400,000 | - | 112,494 | 710,712 | 517,000 | 25,285 | 1,765,491 | | Gregg R. Landes | 2025 | 410,769(11) | - | 761,654 | 193,748 | — | 12,250 | 1,378,422 | | Chief Operating Officer | 2024 | 400,000 | - | 131,243 | 393,743 | 540,000 | 10,350 | 1,475,336 | | | 2023 | 400,000 | - | 112,494 | 710,712 | 517,000 | 25,285 | 1,765,491 | | Glenn E. Deegan | 2025 | 106,250 | - | 279,227 | 81,249 | — | 3,719 | 470,445 | | Chief Administrative Officer, General Counsel and Secretary | | | | | | | | | | Ricardo C. Rodriguez | 2025 | 312,307 | - | 1,228,466 | 312,499 | — | 695,014 | 2,548,286 | | Former Chief Financial Officer and Treasurer | 2024 | 400,000 | - | 131,243 | 393,743 | 540,000 | 10,350 | 1,475,336 | | | 2023 | 386,539 | | 112,494 | 710,712 | 517,000 | 25,285 | 1,752,030 | | Virginia H. Johnson | 2025 | 190,385 | - | 810,782 | 206,245 | — | 726,231 | 1,933,643 | | Former Chief Legal Officer, General Counsel and Corporate Secretary | 2024 | 450,000 | - | 131,243 | 393,743 | 607,500 | 10,350 | 1,592,836 | | | 2023 | 450,000 | - | 112,494 | 710,712 | 581,625 | 27,208 | 1,882,039 | | Keith L. Schilling | 2025 | 192,308 | - | 761,655 | 193,748 | — | 650,791 | 1,798,502 | | Former Senior Vice President, Technology | | | | | | | | |

  19. Summary Compensation Table

    (1) For Messrs. Young, Thoele and Landes, reported salaries reflect salary earned during the fiscal year, adjusted for changes in salary rates, where applicable. (2) For Mr. Rodriguez, Ms. Johnson and Mr. Schilling, reported salaries reflect salary earned prior to their separation of employment on October 1, 2025, May 23, 2025 and June 13, 2025, respectively. Represents the aggregate grant date fair value of PSUs and RSUs granted to our named executive officers during the fiscal year 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, as amended by Form 10-K/A, for the fiscal year ended December 31, 2025. For stock awards granted in fiscal 2025, the following illustrates the portion of the aggregate grant date value of stock awards reported in this column that is attributable to PSUs and RSUs:

  20. Summary Compensation Table

    | Name | PSUs Grant Date Fair Value | RSUs Grant Date Fair Value | | Donald R. Young | $1,245,723 | $424,999 | | Grant D. Thoele | $333,944 | $124,989 | | Corby C. Whitaker | $586,220 | $199,998 | | Gregg R. Landes | $567,905 | $193,750 | | Glenn E. Deegan | $197,983 | $81,244 | | Ricardo C. Rodriguez | $915,971 | $312,495 | | Virginia H. Johnson | $604,535 | $206,247 | | Keith L. Schilling | $567,905 | $193,750 |

  21. Summary Compensation Table

    Grant date fair values of PSUs reported in this column are determined based upon the probable outcome of the performance conditions. For PSUs granted in fiscal 2025, the following reflects the value of those PSUs assuming that the highest level of performance conditions would be achieved:

  22. Summary Compensation Table

    | Name | PSU Value Assuming Highest Level of Performance Achievement | | Donald R. Young | $2,491,446 | | Grant D. Thoele | $667,888 | | Corby C. Whitaker | $1,172,440 | | Gregg R. Landes | $1,135,810 | | Glenn E. Deegan | $395,966 | | Ricardo C. Rodriguez | $1,831,942 | | Virginia H. Johnson | $1,209,070 | | Keith L. Schilling | $1,135,810 |

  23. Summary Compensation Table

    (4) Represents the aggregate grant date fair value of stock options granted to our named executive officers during the fiscal year 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, as amended by Form 10-K/A, for the fiscal year ended December 31, 2025. (5) Represents the annual bonuses earned by our named executive officers under the Company’s Corporate Bonus Plan. Because the applicable threshold financial performance metrics were not achieved for fiscal 2025, no bonuses were paid to any of our named executive officers under the 2025 Corporate Bonus Plan. (6) Includes Company matching contributions to the 401(k) plan in 2025 of $12,250 for each of Messrs. Young, Whitaker and Landes. Amounts of $11,714, $3,719, $10,931, $6,231 and $6,731 for Mr. Thoele, Mr. Deegan, Mr. Rodriguez, Ms. Johnson and Mr. Schilling, respectively. For Mr. Rodriguez, Ms. Johnson and Mr. Schilling, this column also includes cash severance paid during fiscal 2025 of $680,000, $720,000 and $640,000, respectively, and employer-paid COBRA premiums of $4,083 for Mr. Rodriguez and $4,060 for Mr. Schilling. No tax gross-ups or incremental retirement benefits were provided in connection with these separations. Mr. Young’s annual base salary increased from $515,000 to $600,000, effective March 29, 2025. Mr. Thoele’s annual base salary increased to $390,000, effective October 1, 2025, when he became our Chief Financial Officer and Treasurer. (10) Mr. Whitaker’s annual base salary increased from $400,000 to $440,000, effective April 1, 2024. Mr. Landes’ annual base salary increased from $400,000 to $440,000, effective September 15, 2025.

  24. 2025 Fiscal Year Grants of Plan-Based Awards

    2025 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 2025.

  25. 2025 Fiscal Year Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | 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 | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold # | Target # | Maximum # | of Stock or Units | Underlying Options | Awards ($/Sh)(3) | Awards ($)(4) | | Donald R. Young | Annual Cash Incentive | N/A | $- | $660,000 | $1,320,000 | | | | | | | | | | PSU (3-Year TSR) | 3/5/2025 | | | | 54,209 | 108,418 | 216,836 | | | | $1,245,723 | | | RSU (Time-Based) | 3/5/2025 | | | | | | | 54,209 | | | $424,999 | | | Stock Options | 3/5/2025 | | | | | | | | 76,417 | $7.84 | $424,998 | | Grant D. Thoele | Annual Cash Incentive | N/A | $- | $161,075 | $322,150 | | | | | | | | | | PSU (3-Year TSR) | 3/5/2025 | | | | 6,378 | 12,755 | 25,510 | | | | $146,555 | | | RSU (Time-Based) | 3/5/2025 | | | | | | | 6,377 | | | $49,996 | | | Stock Options | 3/5/2025 | | | | | | | | 8,990 | $7.84 | $49,998 | | | PSU (3-Year TSR) | 10/1/2025 | | | | 10,274 | 20,547 | 41,094 | | | | $187,389 | | | RSU (Time-Based) | 10/1/2025 | | | | | | | 10,273 | | | $74,993 | | | Stock Options | 10/1/2025 | | | | | | | | 14,563 | $7.30 | $74,999 | | Corby C. Whitaker | Annual Cash Incentive | N/A | $- | $264,000 | $528,000 | | | | | | | | | | PSU (3-Year TSR) | 3/5/2025 | | | | 25,510 | 51,020 | 102,040 | | | | $586,220 | | | RSU (Time-Based) | 3/5/2025 | | | | | | | 25,510 | | | $199,998 | | | Stock Options | 3/5/2025 | | | | | | | | 35,961 | $7.84 | $199,999 | | Gregg R. Landes | Annual Cash Incentive | N/A | $- | $264,000 | $528,000 | | | | | | | | | | PSU (3-Year TSR) | 3/5/2025 | | | | 24,713 | 49,426 | 98,852 | | | | $567,905 | | | RSU (Time-Based) | 3/5/2025 | | | | | | | 24,713 | | | $193,750 | | | Stock Options | 3/5/2025 | | | | | | | | 34,837 | $7.84 | $193,748 | | Glenn E. Deegan | Annual Cash Incentive | N/A | $- | $70,562 | $141,124 | | | | | | | | | | PSU (3-Year TSR) | 9/30/2025 | | | | 11,674 | 23,347 | 46,694 | | | | $197,983 | | | RSU (Time-Based) | 9/30/2025 | | | | | | | 11,673 | | | $81,244 | | | Stock Options | 9/30/2025 | | | | | | | | 16,416 | $6.96 | $81,249 | | Ricardo C. Rodriguez | Annual Cash Incentive | N/A | $- | $210,000 | $420,000 | | | | | | | | | | PSU (3-Year TSR) | 3/5/2025 | | | | 39,860 | 79,719 | 159,438 | | | | $915,971 | | | RSU (Time-Based) | 3/5/2025 | | | | | | | 39,859 | | | $312,495 | | | Stock Options | 3/5/2025 | | | | | | | | 56,189 | $7.84 | $312,499 | | Virginia H. Johnson | Annual Cash Incentive | N/A | $- | $90,000 | $180,000 | | | | | | | | | | PSU (3-Year TSR) | 3/5/2025 | | | | 26,307 | 52,614 | 105,228 | | | | $604,535 | | | RSU (Time-Based) | 3/5/2025 | | | | | | | 26,307 | | | $206,247 | | | Stock Options | 3/5/2025 | | | | | | | | 37,084 | $7.84 | $206,245 | | Keith L. Schilling | Annual Cash Incentive | N/A | $- | $100,000 | $200,000 | | | | | | | | | | PSU (3-Year TSR) | 3/5/2025 | | | | 24,713 | 49,426 | 98,852 | | | | $567,905 | | | RSU (Time-Based) | 3/5/2025 | | | | | | | 24,713 | | | $193,750 | | | Stock Options | 3/5/2025 | | | | | | | | 34,837 | $7.84 | $193,748 |

  26. 2025 Fiscal Year Grants of Plan-Based Awards

    The amounts represent the threshold, target, and maximum estimated payout opportunities for awards granted under our Corporate Bonus Plan for 2025. Because the applicable threshold financial performance metrics were not achieved for fiscal 2025, none of our named executive officers received a bonus under the 2025 Corporate Bonus Plan. Represents the range of potential payouts (denominated in number of shares) under the PSU awards granted during the 2025 fiscal year, based on the level of TSR performance achieved by the Company relative to the other constituents of the Russell 2000 Index over the three-year performance period consisting of fiscal years 2025 through 2027. (3) 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. (4) These amounts represent the aggregate grant date fair value for option awards, PSUs and RSUs 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, 2025 included in our Annual Report on Form 10-K, as amended by Form 10-K/A, for the year ended December 31, 2025 for details as to the assumptions used to calculate the fair value of the option awards and PSUs. 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.

  27. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth certain information with respect to outstanding equity awards held by our NEOs at December 31, 2025. The market value amounts reported in the Stock Awards columns heading were determined using the closing price per share of Common Stock on the NYSE on December 31, 2025 of $2.83.

  28. Outstanding Equity Awards at 2025 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Donald R. Young | 158,206 | — | $4.60 | 2/28/2028 | | | | | | | 195,478 | — | $3.63 | 2/27/2029 | | | | | | | 135,077 | — | $8.02 | 2/26/2030 | | | | | | | 40,175 | — | $24.13 | 2/24/2031 | | | | | | | 49,795 | - | $26.29 | 2/23/2032 | | | | | | | 112,562 | 56,281(1) | $6.81 | 6/1/2033 | | | | | | | — | 170,000(2) | $6.51 | 9/7/2033 | | | | | | | 29,095 | 58,189(3) | $16.34 | 3/5/2034 | | | | | | | — | 76,417(4) | $7.84 | 3/5/2035 | | | | | | | | | | | 12,237(5) | $34,631 | | | | | | | | | 13,259(6) | $37,523 | | | | | | | | | 54,209(7) | $153,411 | | | | | | | | | | | 54,209(8) | $153,411 | | Grant D. Thoele | 1,001 | — | $52.60 | 11/2/2031 | | | | | | | 2,987 | — | $26.29 | 2/23/2032 | | | | | | | 1,327 | — | $26.29 | 2/23/2032 | | | | | | | 5,179 | 2,589(9) | $9.88 | 3/8/2033 | | | | | | | 1,791 | 3,580(3) | $16.34 | 3/5/2034 | | | | | | | — | 8,990(4) | $7.84 | 3/5/2035 | | | | | | | — | 14,563(10) | $7.30 | 10/1/2035 | | | | | | | | | | | 1,687(11) | $4,774 | | | | | | | | | 2,447(6) | $6,925 | | | | | | | | | 6,377(7) | $18,047 | | | | | | | | | 10,273(12) | $29,073 | | | | | | | | | | | 6,378(8) | $18,048 | | | | | | | | | 10,274(8) | $29,074 | | Corby C. Whitaker | 47,899 | — | $8.02 | 2/26/2030 | | | | | | | 9,965 | — | $16.05 | 12/15/2030 | | | | | | | 15,671 | — | $24.13 | 2/24/2031 | | | | | | | 22,408 | — | $26.29 | 2/23/2032 | | | | | | | 50,653 | 25,326(1) | $6.81 | 6/1/2033 | | | | | | | - | 85,000(2) | $6.51 | 9/7/2033 | | | | | | | 11,750 | 23,499(3) | $16.34 | 3/5/2034 | | | | | | | — | 35,961(4) | $7.84 | 3/5/2035 | | | | | | | | | | | 5,506(5) | $15,582 | | | | | | | | | 5,355(6) | $15,155 | | | | | | | | | 25,510(7) | $72,193 | | | | | | | | | | | 25,510(8) | $72,193 | | Gregg. R. Landes | 18,971 | — | $6.04 | 11/2/2026 | | | | | | | 51,613 | — | $4.60 | 2/28/2028 | | | | | | | 63,773 | — | $3.63 | 2/27/2029 | | | | | | | 47,899 | — | $8.02 | 2/26/2030 | | | | | | | 7,793 | — | $16.05 | 12/15/2030 | | | | | | | 15,671 | — | $24.13 | 2/24/2031 | | | | | | | 22,408 | — | $26.29 | 2/23/2032 | | | | | | | 50,653 | 25,326(1) | $6.81 | 6/1/2033 | | | | | | | — | 85,000(2) | $6.51 | 9/7/2033 | | | | | | | 11,750 | 23,499(3) | $16.34 | 3/5/2034 | | | | | | | — | 34,837(4) | $7.84 | 3/5/2035 | | | | | | | | | | | 5,506(5) | $15,582 | | | | | | | | | 5,355(6) | $15,155 | | | | | | | | | 24,713(7) | $69,938 | | | | | | | | | | | 24,713(8) | $69,938 | | Glenn E. Deegan | - | 16,416(13) | $6.96 | 9/30/2035 | | | | | | | | | | | 11,673(14) | $33,035 | | | | | | | | | | | 11,674(8) | $33,036 | | Ricardo C. Rodriguez | 6,036 | — | $60.48 | 10/1/2026 | | | | | | | 13,693 | — | $26.29 | 10/1/2026 | | | | | | | 7,762 | — | $29.51 | 10/1/2026 | | | | | | | 50,679(15) | — | $6.81 | 10/1/2026 | | | | | | | 85,000(16) | — | $6.51 | 10/1/2026 | | | | | | | 23,500(17) | — | $16.34 | 10/1/2026 | | | | | | | 18,730(18) | — | $7.84 | 10/1/2026 | | | | | | Virginia H. Johnson | 29,927(19) | — | $18.89 | 5/23/2026 | | | | | | | 50,653(15) | — | $6.81 | 5/23/2026 | | | | | | | 23,500(17) | — | $16.34 | 5/23/2026 | | | | | | | 12,362(18) | — | $7.84 | 5/23/2026 | | | | | | Keith L. Schilling | 6,259 | — | $52.60 | 6/13/2026 | | | | | | | 22,408 | — | $26.29 | 6/13/2026 | | | | | | | 37,319(15) | — | $6.81 | 6/13/2026 | | | | | | | 23,500(17) | — | $16.34 | 6/13/2026 | | | | | | | 11,613(18) | — | $7.84 | 6/13/2026 | | | | |

  29. Outstanding Equity Awards at 2025 Fiscal Year-End

    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 the grant date until June 1, 2026. These options to purchase shares of our common stock were granted on September 7, 2023 and all shares vest as of September 7, 2026. (3) These options to purchase shares of our common stock were granted on March 5, 2024 and vest as to one-third of the shares on each anniversary of the grant date until March 5, 2027. (4) These options to purchase shares of our common stock were granted on March 5, 2025 and vest as to one-third of the shares on each anniversary of the grant date until March 5, 2028. (5) Represents awards of RSUs granted on June 1, 2023, which vest as to one-third of the shares on each anniversary of March 8 until March 8, 2026. (6) Represents awards of RSUs granted on March 5, 2024, which vest as to one-third of the shares on each anniversary of the grant date until March 5, 2027. (7) Represents awards of RSUs granted on March 5, 2025, which vest as to one-third of the shares on each anniversary of the grant date until March 5, 2028. (8) The number of unearned PSUs reported in this column are calculated in accordance with SEC requirements and are based on the Company’s performance results for the 2025 PSUs through the end of fiscal 2025 under the applicable performance measures and assuming that the payout will occur at the next highest level (threshold, target or maximum) relative to actual performance results. Earned PSUs, if any, will vest in one installment on March 5, 2028. (9) These options to purchase shares of our common stock were granted on March 8, 2023 and vest as to one-third of the shares on each anniversary of the grant date until March 8, 2026. (10) These options to purchase shares of our common stock were granted on October 1, 2025 and vest as to one-third of the shares on each anniversary of March 5 until March 5, 2028. (11) Represents awards of RSUs granted on March 8, 2023, which vest as to one-third of the shares on each anniversary of the grant date until March 8, 2026. (12) Represents awards of RSUs granted on October 1, 2025, which vest as to one-third of the shares on each anniversary of March 5 until March 5, 2028. (13) These options to purchase shares of our common stock were granted on September 30, 2025 and vest as to one-third of the shares on each anniversary of the grant date until September 30, 2028. (14) Represents awards of RSUs granted on September 30, 2025, which vest as to one-third of the shares on each anniversary of the grant date until September 30, 2028. (15) These options to purchase shares of our common stock were granted on June 1, 2023 and vested as to one-third of the shares on each anniversary the grant date until June 1, 2025, and one-third vested as of the respective termination date. (16) These options to purchase shares of our common stock were granted on September 7, 2023 and vested as to one-third of the shares on each anniversary the grant date until September 7, 2025, and one-third vested as of the respective termination date. (17) These options to purchase shares of our common stock were granted on March 5, 2024 and vested one-third of the shares on the anniversary of March 5, and one-third vested as of the respective termination date. These options to purchase shares of our common stock were granted on March 5, 2025 and vested one-third of the shares on the anniversary of March 5, and one-third vested as of the respective termination date. These options to purchase shares of our common stock were granted on June 2, 2022 and vested as to one-third of the shares on each anniversary the grant date until June 2, 2024, and one-third vested as of the respective termination date.

  30. 2025 Option Exercises and Stock Vested Table

    2025 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, 2025:

  31. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Donald R. Young | — | $- | 22,036 | $174,742 | | Grant D. Thoele | — | $- | 3,733 | $29,617 | | Corby C. Whitaker | — | $- | 9,610 | $76,233 | | Gregg R. Landes | — | $- | 9,610 | $76,233 | | Glenn E. Deegan | — | $- | — | $- | | Ricardo C. Rodriguez | — | $- | 31,021 | $232,203 | | Virginia H. Johnson | — | $- | 27,122 | $185,782 | | Keith L. Schilling | 18,660 | $34,099 | 26,032 | $177,393 |

  32. 2025 Option Exercises and Stock Vested Table

    (1) The value realized on exercise is based on the difference between the market price of our common stock upon exercise and the applicable exercise price of the options. (2) 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.

  33. Pension Benefits

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

  34. Nonqualified Deferred Compensation

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

  35. 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 CEO Agreement, Mr. Young is entitled to the following compensation in connection with a termination of his employment. Upon the termination by the Company without “cause” or by Mr. Young for “good reason”, as defined in the CEO Agreement (a “Qualifying Termination”), whether prior to or within 24 months after the occurrence of a "change of control" (as defined in the CEO Agreement), Mr. Young would be entitled to receive an amount equal to two times the sum of his annual base salary and the CEO Performance Bonus Target, each as then in effect. He also would be entitled to a pro rata portion of the CEO Performance Bonus based on the number of months worked in the year of termination, any accrued but unpaid CEO Performance Bonus for the prior fiscal year, payment of the cost of health care insurance benefits for the lesser of the applicable COBRA period or 24 months (but not beyond the date that he first becomes eligible for Medicare or for health care coverage provided by another employer), six months of outplacement services, and accelerated vesting in full of his stock options and other equity awards then outstanding (except as otherwise provided in any equity award agreement that provides for vesting based upon the achievement of performance objectives), with all vested options remaining exercisable for two years following such Qualifying Termination (but not beyond the latest possible date that the options could have expired in accordance with their original terms). If, on or after August 30, 2027, Mr. Young’s employment terminates due to the non-renewal of the CEO Agreement by either party or Mr. Young’s termination of his employment without good reason (in either case at a time when no circumstances exist that would constitute grounds for the termination of Mr. Young’s employment for cause), then Mr. Young would be entitled to a pro rata portion of the CEO Performance Bonus based on the number of months worked in the year of termination, any accrued but unpaid CEO Performance Bonus for the prior fiscal year, and continued vesting of all of his outstanding stock options and other equity awards following such termination on the regularly scheduled vesting dates of the applicable awards (and subject to the achievement of any applicable performance objectives), with all vested options remaining exercisable for five years after the later of the date of termination of Mr. Young’s employment or the applicable vesting date of the options (but not beyond the latest possible date under which the options could have expired in accordance with their original terms). Other Named Executive Officers Pursuant to the terms of the executive employment agreements with Messrs. Whitaker, Landes, Thoele and Deegan, upon a Qualifying Termination (that is, a termination by the Company not for "cause" or termination by the executive for "good reason", as defined in the executive's employment agreement) prior to a "change of control" (as defined in the executive's employment agreement), 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, 12 months or the period from the date of termination until the date the executive is eligible for Medicare or for any medical, vision or dental coverage under a plan maintained by another employer or the executive’s spouse, six months of outplacement services, and vesting of any outstanding options or stock-based awards will be accelerated by 12 months (except as otherwise provided in any equity award agreement that provides for vesting based upon the achievement of performance objectives), with any vested stock options remaining exercisable for one year from the date of termination (but not beyond the latest possible date under which the options could have expired in accordance with their original terms). For any Qualifying Termination within 24 months after a change of control (“CIC Qualifying Termination"), 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, 24 months or the period from the date of termination until the date the executive is eligible for Medicare or for any medical, vision or dental coverage under a plan maintained by another employer or the executive’s spouse, 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 (except as otherwise provided in any equity award agreement that provides for vesting based upon the achievement of performance objectives) 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 remain exercisable for not less than one year from the date of termination (but not beyond the latest possible date under which the options could have expired in accordance with their original terms). The following tables set forth estimates of the payments and benefits that Messrs. Young, Thoele, Deegan, Whitaker and Landes 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 on December 31, 2025. 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, 2025. 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:

  36. 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 | $2,520,000 | $532,388 | $20,000 | $3,072,388 | | Grant D. Thoele | $624,000 | $23,945 | $46,624 | $694,569 | | Corby C. Whitaker | $704,000 | $47,227 | $47,246 | $798,473 | | Gregg Landes | $704,000 | $46,474 | $46,624 | $797,099 | | Glenn E. Deegan | $680,000 | $11,012 | $44,039 | $735,050 |

  37. Potential Payments Upon Termination or Change of Control

    For Mr. Young, the value reported for cash severance includes two times the sum of his annual base salary and his annual bonus target. For the other Named Executive Officers, the values reported include the sum of the executive’s annual base salary and annual bonus target. If any annual bonuses had been earned for 2025 based on actual performance for the fiscal year, the values reported for cash severance also would have included such annual bonus amounts, which otherwise would have been forfeited on termination prior to the bonus payment date in 2026. However, because the threshold financial performance goal levels were not met under the 2025 Corporate Bonus Plan, no such annual bonuses were earned by the Named Executive Officers for 2025. (2) The values reported for accelerated vesting of restricted stock units are based on the closing price of our common stock on December 31, 2025, 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. Estimated Benefits in the Event of a Qualifying Termination Without Cause or for Good Reason Within 12 Months Following a Change of Control:

  38. Potential Payments Upon Termination or Change of Control

    | Name | Cash Severance ($)(1) | Acceleration of Unvested Options, RSUs and PSUs ($)(2) | Continuation of Benefits and Outplacement ($) | Total ($) | | Donald R. Young | $2,520,000 | $532,388 | $20,000 | $3,072,388 | | Grant D. Thoele | $1,248,000 | $153,063 | $73,249 | $1,474,312 | | Corby C. Whitaker | $1,408,000 | $247,317 | $74,493 | $1,729,809 | | Gregg Landes | $1,408,000 | $240,550 | $73,249 | $1,721,799 | | Glenn E. Deegan | $1,360,000 | $99,107 | $68,078 | $1,527,184 |

  39. 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. If any annual bonuses had been earned for 2025 based on actual performance for the fiscal year, the values reported for cash severance also would have included such annual bonus amounts, which otherwise would have been forfeited on termination prior to the bonus payment date in 2026. However, because the threshold financial performance goal levels were not met under the 2025 Corporate Bonus Plan, no such annual bonuses were earned by the Named Executive Officers for 2025. (2) The values reported for accelerated vesting of restricted stock units and performance share units are based on the closing price of our common stock on December 31, 2025 and, for performance share units, assuming the target number of performance share units become vested. 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. Benefits Provided to Named Executive Officers Upon Termination During the Fiscal Year The employment of three of our named executive officers (Mr. Rodriguez, Ms. Johnson and Mr. Schilling) terminated during the 2025 fiscal year in connection with the Company’s restructuring plan to realign our operational focus to improve costs, including by reduction of headcount and restructuring of executive team roles and responsibilities. The table below sets forth the payments and benefits that Mr. Rodriguez, Ms. Johnson and Mr. Schilling received in connection with their departures from the Company on October 1, 2025, May 23, 2025 and June 13, 2025, respectively. These benefits were conditioned upon the receipt of a release of claims from each of the departing named executive officers and pursuant to the terms and conditions of their executive employment agreements for a termination of employment without cause.

  40. Potential Payments Upon Termination or Change of Control

    | Name | Cash Severance ($)(1) | Acceleration of Unvested Options and RSUs ($)(2) | Continuation of Benefits and Outplacement ($)(3) | Total ($) | | Ricardo C. Rodriguez | $680,000 | $156,738 | $45,710 | $882,448 | | Virginia H. Johnson | $720,000 | $121,014 | $20,000 | $861,014 | | Keith L. Schilling | $640,000 | $101,160 | $45,575 | $786,734 |

  41. Potential Payments Upon Termination or Change of Control

    The values reported for cash severance include the sum of the executive’s annual base salary and annual bonus target. (2) Represents accelerated vesting of restricted stock units and stock options that would have vested within 12 months after the date of termination of employment. The values reported for accelerated vesting of restricted stock units are based on the closing price of our common stock on the date of termination of the executive’s employment, 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. (3) Represents the value of continued health insurance coverage for 12 months and six months of outplacement services.

  42. CEO Pay Ratio

    CEO Pay Ratio For 2025, the median annual total compensation of all employees other than our Chief Executive Officer was $24,365. The annual total compensation of our Chief Executive Officer was $2,685,085, and the ratio of our Chief Executive Officer’s compensation to the median employee was 110 to 1. The pay ratio disclosed is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We identified our median employee as of December 31, 2025, using our global workforce of 854 total full-time, part-time, and temporary employees working at the Company and our consolidated subsidiaries (including employees on leave and excluding the Chief Executive Officer). Of those individuals, 278 were located in the United States and U.S. territories, 550 were located in Mexico and 26 were located in 14 other countries around the world. We identified our median employee based on target cash compensation (base compensation and target annual bonus) for the 12-month period ended December 31, 2025, with amounts payable in a foreign currency converted to U.S. dollars. For prior years, when a much larger portion of our global workforce was located in the United States, we had used U.S. W-2 taxable wages to identify our median employee solely from our U.S. employee population. For 2025, we chose target cash compensation as our consistently applied compensation measure in order to better reflect the global employee population from which we have identified our 2025 median employee. We calculated 2025 annual 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.

  43. 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.

  44. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Don Young | Compensation Actually Paid to Don Young(1)(2) | Average Summary Compensation Total for Other Named Executives(3) | Average Compensation Actually Paid to Other Named Executive Officers(1)(3) | ASPN Cumulative Total Shareholder Return (“TSR”) | S&P 1500 Specialty Chemicals Index Cumulative TSR(4) | Net Income ($ thousands) | Adjusted EBITDA ($ thousands)(5) | | 2025 | $2,685,085 | $(1,443,263) | $1,501,587 | $(777,515) | $(83) | $1 | $(389,552) | $2,938 | | 2024 | $3,099,951 | $1,189,816 | $1,515,482 | $554,065 | $(29) | $2 | $13,375 | $89,916 | | 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) | $(29) | $(7) | $(82,738) | $(60,638) | | 2021 | $8,367,611 | $30,297,488 | $790,094 | $4,252,939 | $198 | $26 | $(37,094) | $(25,938) |

  45. 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: • The fair value at the end of the year of equity compensation granted during the year; • 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 • 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) 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: • Fair value: based on the closing share price on the measurement date. • 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. Stock price volatility: based on historical volatility for a trailing term to match the updated expected life assumption as of each measurement date. 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. 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. (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:

  46. PAY VERSUS PERFORMANCE

    | | 2025 | | Reported SCT Total Compensation | 2,685,085 | | Equity Award Values Reported in the SCT | (2,095,720) | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | 485,403 | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (2,148,548) | | Vesting Date Fair Value of Awards that are Granted and Vest in the Same Year | - | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (369,482) | | Fair Value of Equity Compensation Forfeited in Current Fiscal Year Determined at End of Prior Fiscal Year | - | | Dollar Value of Dividends or Other Earnings Paid on Equity Awards in the Fiscal Year that are not otherwise Included in Total Compensation for the Year | - | | Pension Values Reported in the SCT | - | | Pension Service Cost Attributable to Year | - | | Compensation Actually Paid | (1,443,263) |

  47. PAY VERSUS PERFORMANCE

    (3) The other named executive officers included for each respective fiscal year are as follows:

  48. PAY VERSUS PERFORMANCE

    | Fiscal Year | Other Named Executive Officers | | 2025 | Grant D. Thoele, Corby C. Whitaker, Gregg R. Landes, Glenn E. Deegan, Ricardo C. Rodriguez, Virginia H. Johnson and Keith L. Schilling | | 2024 | Ricardo C. Rodriguez, Virginia H. Johnson, Corby C. Whitaker, Gregg R. Landes and Stephanie Pittman | | 2023 | Ricardo C. Rodriguez, Virginia H. Johnson, Corby C. Whitaker and Gregg R. Landes | | 2022 | Ricardo C. Rodriguez, John F. Fairbanks, Corby C. Whitaker, Gregg R. Landes and Keith L. Schilling | | 2021 | John F. Fairbanks, Corby C. Whitaker, Gregg R. Landes and Kelley Conte |

  49. 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:

  50. PAY VERSUS PERFORMANCE

    | | 2025 | | Average Reported SCT Total Compensation | 1,501,587 | | Average Equity Award Values Reported in the SCT | (914,203) | | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | 141,046 | | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (502,959) | | Average Vesting Date Fair Value of Awards that are Granted and Vest in the Same Year | 101,388 | | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (246,383) | | Average Fair Value of Equity Compensation Forfeited in Current Fiscal Year Determined at End of Prior Fiscal Year | (857,991) | | Average Dollar Value of Dividends or Other Earnings Paid on Equity Awards in the Fiscal Year that are not Otherwise Included in Total Compensation for the Year | - | | Average Pension Values Reported in the SCT | - | | Average Pension Service Cost Attributable to Year | - | | Average Compensation Actually Paid | (777,515) |

  51. PAY VERSUS PERFORMANCE

    As permitted by SEC rules, we have used the S&P 1500 Specialty Chemicals Index as our peer group for purposes of disclosure of cumulative TSR. For the Company and the S&P 1500 Specialty Chemicals Index, the TSR amount reported for each year reflects the cumulative investment return of an initial investment of $100 on December 31, 2020, assuming reinvestment of dividends. (5) 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. 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, four-year and five-year TSR as compared to the one-year, two-year, three-year, four-year and five-year TSR of the S&P 1500 Specialty Chemicals Index. In each case, TSR is measured starting from December 31, 2020: 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, including PSUs granted in 2025 with vesting to be determined based on the Company’s TSR performance relative to the other constituents of the Russell 2000 Index. In addition, the Company’s annual bonus payouts are determined based primarily on Adjusted EBITDA performance. 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 2025.

  52. 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 that 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. | | Relative TSR | The vesting of PSUs granted to our named executive officers during the 2025 fiscal year will be determined based on the Company’s TSR performance relative to the other constituents of the Russell 2000 Index over a three-year performance period. |

  53. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 2025, to each of our non-employee directors who served in that capacity during 2025.

  54. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Stock Options ($)(1) | Total ($) | | Rebecca B. Blalock(2) | $36,458 | $- | $- | $36,458 | | Kathleen M. Kool | $69,167 | $55,998 | $33,998 | $159,163 | | Steven R. Mitchell | $50,000 | $55,998 | $33,998 | $139,996 | | Mark L. Noetzel(2) | $44,625 | $- | $- | $44,625 | | William P. Noglows | $105,417 | $55,998 | $33,998 | $195,413 | | Cari Robinson | $60,667 | $55,998 | $33,998 | $150,663 | | James E. Sweetnam | $57,500 | $55,998 | $33,998 | $147,496 |

  55. DIRECTOR COMPENSATION

    (1) These amounts represent the grant date fair value of the equity awards—restricted share units and stock options, respectively—granted to our non-employee directors during the fiscal year ended December 31, 2025, 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, as amended by Form 10-K/A, for the year ended December 31, 2025. Such restricted share units and stock options vest one year after the date of grant or, if earlier, on the day before the next annual stockholder meeting. As of December 31, 2025, the aggregate number of shares subject to outstanding unexercised stock options and unvested restricted share units held by the non-employee directors shown in the table above were as follows:

  56. DIRECTOR COMPENSATION

    | Name | Number of Stock Options Held at Fiscal Year-End | Number of Unvested Restricted Share Units Held at Fiscal Year-End | | Rebecca B. Blalock | 65,718 | - | | Kathleen M. Kool | 18,474 | 10,370 | | Steven R. Mitchell | 91,842 | 10,370 | | Mark L. Noetzel | 50,919 | - | | William P. Noglows | 91,842 | 10,370 | | Cari Robinson | 10,781 | 10,370 | | James E. Sweetnam | 22,354 | 10,370 |

  57. DIRECTOR COMPENSATION

    Ms. Blalock and Mr. Noetzel retired from the Board on April 30, 2025, and they did not receive any restricted share unit or stock option awards during the 2025 fiscal year.

  58. 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 and has been amended by the Board from time to time. The director compensation policy was most recently amended in July 2025. The director compensation 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 shares or restricted share units, (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 Risk Committee, with the assistance of Meridian, regularly evaluates our director compensation program to ensure that it remains competitive and effective. Pursuant to the non-employee director compensation policy, we will grant each non-employee director an annual grant of equity awards under the 2023 Plan with an aggregate value of $90,000 (which we refer to as the Annual Grant), consisting of: (i) restricted share units (or restricted shares of the Company’s common stock) with a value of $56,000, and (ii) an option to buy shares of common stock with a value of $34,000. The Annual Grant will be made 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 restricted share units to be granted to each non-employee director as part of 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 included in a non-employee director’s Annual Grant will be calculated based on the fair value of such options for financial accounting purposes. Any new non-employee director joining our Board after the grant of the Annual Grant in any given year will receive a prorated Annual Grant, based the number of days of such year that the new director will serve on the Board. Equity awards granted to our non-employee directors generally vest on the earlier of (i) one year from the date of the grant, or (ii) the day prior to the annual meeting for the fiscal year following the date of grant, subject to the director’s continued service on the Board. Stock options granted to our non-employee directors have a maximum term of no more than 10 years from the date of grant. 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 share units. Pursuant to the Company’s stock ownership guidelines, as amended in May 2024, non-employee directors are required to satisfy a minimum stock ownership requirement of at least four times the annual cash retainer. For more information, see “Compensation Discussion Analysis--Stock Ownership Guidelines” above. As of December 31, 2025, all of our non-employee directors serving on that date either met the applicable stock ownership requirement or were expected to achieve compliance with the applicable stock ownership requirement within the applicable five-year transition period. 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 Risk Committee, as applicable:

  59. 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 | $20,000 | $7,500 | | Compensation & Leadership Development Committee | $20,000 | $5,000 | | Nominating, Governance & Risk Committee | $20,000 | $5,000 |

  60. Non-Employee Director Compensation Policy

    Effective as of July 30, 2025, the annual retainer amounts for the Chair and for members of the Nominating, Governance & Risk Committee were increased from $10,000 to $20,000, and from $4,000 to $5,000, respectively. 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 Risk 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.

  61. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board currently consists of six members, classified into three classes as follows: Steven R. Mitchell and Donald R. Young constitute the Class III directors with a term ending at the annual meeting of stockholders; Cari Robinson and James E. Sweetnam constitute the Class I directors with a term ending at the 2027 annual meeting; and Kathleen M. Kool and William P. Noglows constitute the Class II directors with a term ending at the 2028 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 Steven R. Mitchell and Donald R. Young for election at the annual meeting for a term of three years to serve until the annual meeting of stockholders to be held in 2029, and until their respective successors are elected and qualified. The continuing Class I directors (Cari Robinson and James E. Sweetnam) and Class II directors (Kathleen M. Kool and William P. Noglows) will serve until the annual meetings of stockholders to be held in 2027 and 2028, 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 Steven R. Mitchell and Donald R. Young as directors. In the event that either 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 either nominee will be unable or unwilling to serve as a director. Proxies cannot be voted for a greater number of persons than the number of nominees named. 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 STEVEN R. MITCHELL AND DONALD R. YOUNG AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.