DEF 14A of ASP Isotopes Inc., Nov 25, 2025

DEF 14A of ASP Isotopes Inc.

Filed Nov 25, 2025 · FY20240001477932-25-008604

Open on EDGAR

  1. Nominees for Director

    Nominees for Director Sipho N. Maseko joined our Board in April 2025. Mr. Maseko is an experienced executive and serves as a director and advisor to a number of companies. Since March 2024 Mr. Maseko has served as an independent non-executive director of KAP Limited, a South African diversified industrial group consisting of industrial, chemical and logistics businesses, and since June 2023 Mr. Maseko has served as an independent non-executive director of Shoprite Holdings Ltd, Africa’s largest retail group. Mr. Maseko previously served as Chief Executive Officer of Telkom SA SOC Ltd, a South African wireline and wireless telecommunications provider, from April 2013 to June 2022. Prior to joining Telkom, Mr. Maseko served as Managing Director of Vodacom SA and Group Chief Operating Officer of Vodacom after serving almost 14 years at BP Africa Limited where he held a number of senior positions, including Chief Executive Officer and Chief Operating Officer for BP Downstream activities. Mr. Maseko joined BP in 1997 after being with Werksmans Attorneys and the Financial Services Board. Mr. Maseko received a bachelor’s degree from the University of the Witwatersrand and a law degree (LLB) from the University of KwaZulu-Natal. The Board believes that Mr. Maseko’s extensive relevant experience and competencies, including senior management experience, financial expertise, knowledge of the market and regulatory landscape in South Africa, and risk governance, is a valuable addition to the Board.

  2. Nominees for Director

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  3. Nominees for Director

    Todd Wider, M.D. has served on our Board since October 2021. Dr. Wider is currently Chief Medical Officer and board member of Xanadu Bio, Inc., a company focused on new modes of nanoparticle delivery of therapeutics. Prior, Dr. Wider served as Executive Chairman and Chief Medical Officer of Emendo Biotherapeutics, which focused on highly specific next generation gene editing, until March 2024. Dr. Wider also served on the board of directors of ARYA Sciences Acquisition Corp I, which had a successful business combination with Immatics N.V. (IMTX) in 2020. He served on the board of ARYA Sciences Acquisition Corp II, which had a successful business combination with Nautilus Biotechnology (NAUT) in 2021. He also served on the board of ARYA III, which had a successful business combination with Cerevel Therapeutics (CERE) in 2021. He was also on the boards of ARYA Sciences Acquisition Corp IV and V (ARYD and ARYE), Abeona Therapeutics Inc. (Nasdaq: ABEO), and Lyfebulb. Dr. Wider has consulted with a number of entities in the biotechnology space. Dr. Wider is an active, honorary member of the medical staff of Mount Sinai Hospital in New York, where he worked for over 20 years, focused on reconstructive surgery. Dr. Wider received an MD from Columbia College of Physicians and Surgeons, where he was Rudin Fellow, and an AB, with high honors and Phi Beta Kappa, from Princeton University. He did his residency in general surgery and plastic and reconstructive surgery at Columbia Presbyterian Medical Center, and postdoctoral fellowships in complex reconstructive surgery at Memorial Sloan Kettering Cancer Center, where he was Chief Microsurgery Fellow, and in craniofacial surgery at the University of Miami. Dr. Wider is also a principal in Wider Film Projects, a documentary film company focused on producing films with sociopolitical resonance that have won Academy, Emmy and Peabody Awards. We believe Dr. Wider, as a result of his vast public and private company board experience at a variety of companies, possesses knowledge and experience in various areas, including business leadership, finance and technology, which strengthens the Board’s overall knowledge, capabilities and experience.

  4. Other Directors

    Other Directors Paul E. Mann co-founded our company in September 2021 and has served as our Chairman and Chief Executive Officer and a member of our Board since incorporation. Effective October 1, 2025, Paul was appointed our Executive Chairman and began taking a temporary leave of absence from his Chief Executive Officer duties for health reasons. In the Executive Chairman role, Paul has responsibility, working with the Interim Chief Executive Officer and the Board, for the overall leadership and strategic direction of our company; providing guidance and support to our senior management; and the coordination of the activities of the Board. Paul also served as our Chief Financial Officer until September 2022. Prior to ASPI, Paul was Chief Financial Officer of PolarityTE, Inc. (Nasdaq: PTE), a biotechnology company, from June 2018 until April 2020. Prior to that, he was responsible for Healthcare investments at DSAM Partners LLC, a global hedge fund. Earlier in his career, he was a portfolio manager at Highbridge Capital where he managed investments in healthcare and biotechnology. Prior to Highbridge Capital, from August 2013 to March 2016, he worked at Soros Fund Management where he was responsible for billions of dollars of investments in healthcare and chemicals companies. During his career as a healthcare and chemicals investor, Paul has helped create and fund numerous early stage and start-up companies. Prior to moving to the buy-side, Paul spent 11 years as a sell-side analyst at Morgan Stanley and Deutsche Bank. He co-managed the healthcare research team at Morgan Stanley, one of the top ranked teams in Institutional Investor, Greenwich and Reuters. He was also corporate broker to over half the UK Pharmaceutical Companies. Paul started his career as a research scientist at Procter and Gamble and he is named as the inventor of numerous skin creams in the Oil of Olay range of cosmetics. Between 2000 and 2023 he was a nonexecutive, independent director at Abeona Therapeutics (NASDAQ: ABEO), where he was the chair of the audit committee, and he is currently a director at Healthtech Solution Inc. (OTC: HLTT), where he is chairman of the board and serves on the audit committee. He was the co-founder and Chairman of Varian Biopharma, a private biotechnology company focused on precision oncology until its sale in 2023. Paul has an MA (Cantab) and an MEng from Cambridge University, UK where he studied Natural Sciences and Chemical Engineering and he is a CFA charter holder. We believe Mr. Mann’s detailed knowledge and unique perspective and insights as our founder and Executive Chairman, as well as his prior experience as Chief Financial Officer of another public company and extensive experience managing investments in healthcare, biotechnology and chemicals companies, qualify him to serve on our Board and position him well to serve as our Executive Chairman.

  5. Other Directors

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  6. Other Directors

    Professor Michael Gorley, Ph.D., joined our Board in October 2023. Prof. Gorley has served as senior fellow since January 2025 at UK Atomic Energy Authority (UKAEA). In this role Prof. Gorley has served as a strategic leader and technical specialist at UKAEA. Prior to assuming his current role at UKAEA, Prof. Gorley was the Director of Fusion Technology Division from January 2024 to January 2025, Chief Technologist from September 2020 till January 2024, Materials Technology Group Leader from August 2018 to September 2020 and Materials Technology Programme Manager from June 2016 to August 2018. In these roles, Prof. Gorley directed the establishment of the Materials Technology Group and supporting Materials Testing Laboratories, and led the EUROfusion Engineering Data and Design Integration group. In addition, Prof. Gorley has been a visiting professor at the University of Bristol, U.K. since June 2021. Prof. Gorley received a Ph.D. (DPhil) in Materials Science from Oxford University, U.K., with a thesis on ODS steels (specialized alloys for high-performance applications). We believe that Prof. Gorley’s significant expertise in fusion technology and fusion materials contributes to the Board’s understanding and ability to analyze and navigate complex regulatory and business issues. Ralph L. Hunter joined our Board in September 2025. Mr. Hunter has over thirty five years of experience in the nuclear power generation industry. Since June 2025, Mr. Hunter has been the Chairman and Chief Executive Officer of RC Nuclear Consultants, LLC, a consulting company he established to help investors, technology companies, data center developers, power off takers and others navigate the new nuclear landscape. From February 2024 to June 2025, Mr. Hunter was President and Chief Executive Officer of Orion Nuclear Energy Corporation where he led the development company in securing opportunities nationally for both small modular reactors and micro-reactors. From 2013 to February 2024, Mr. Hunter led the development of Constellation Energy Corporation’s international clean energy business in his role as President of Constellation Generation Development, LLC (CGD), and was responsible for all of Constellation's (formerly Exelon Generation) development activities in the nuclear sector worldwide. Mr. Hunter served as Chair on the U.S. Civil Nuclear Trade Advisory Committee (CINTAC) which promoted civil nuclear energy exports, supported marketing U.S. civilian nuclear technologies, innovative U.S. nuclear technologies and the capabilities of U.S. nuclear operators and suppliers. Representing Constellation’s investment in small modular nuclear reactors internationally, Mr. Hunter also served on the Board of Rolls-Royce SMR Limited, a company involved in the United Kingdom’s clean energy development. Mr. Hunter holds both a Bachelor of Engineering degree in Nuclear Engineering and a Master of Engineering degree in Nuclear Engineering from the University of Florida. He also attended the Executive Management Program at the Darden School of Business at the University of Virginia and is a certified Project Management Professional. The Board believes that Mr. Hunter’s extensive relevant experience and competencies, including senior management experience, financial expertise, knowledge of the nuclear energy sector and risk governance, will be a valuable addition to the Board. Duncan Moore, Ph.D. has served on our Board since October 2021. Dr. Moore is a partner at East West Capital Partners since May 2008, which has a focus on making investments in the Healthcare Industry in Asia. Previously, from 1991 to 2008, Dr. Moore was a top-ranked pharmaceutical analyst at Morgan Stanley leading the firm’s global healthcare equity research team. Whilst at the University of Cambridge, he co-founded a medical diagnostics company called Ultra Clone with two colleagues which led to the beginnings of a 20-year career in healthcare capital markets analysis. In 1986, he was involved in setting up the BankInvest biotechnology funds and was on its scientific advisory board. Dr. Moore was educated in Edinburgh and went to the University of Leeds where he studied Biochemistry and Microbiology. He has a M.Phil. and Ph.D. from the University of Cambridge where he was also a post-doctoral research fellow. Dr. Moore is an active investor in biomedical companies and serves as a director of Forward Pharma A/S, a privately held pharmaceutical company based in Copenhagen, Denmark, Cycle Pharma, a privately held rare disease focused company based in Cambridge, UK, and GH Research PLC, a NASDAQ-listed psychedelic pharmaceutical company based in Dublin, Ireland. Dr. Moore is also the Chairman of the Scottish Life Sciences Association. We believe that the experience, insights and knowledge Dr. Moore possesses from his leadership roles in business activities are important qualifications, skills and experience that provide valuable assistance to the Board and greatly contribute to the overall knowledge of the Board and its ability to address the issues we confront. Robert Ryan joined our Board in January 2024. Mr. Ryan a private investor with more than 30 years’ experience in investment banking, private equity and international financial law. Mr. Ryan was a partner of Balbec Capital LP from January 2019 to July 2023 and a managing director of Balbec Capital LP from January 2013 to January 2019. Prior to joining Balbec Capital LP, Mr. Ryan was associated with a number of international investment banks. Mr. Ryan started his career as a solicitor at a leading U.K. multinational law firm. Mr. Ryan received a LL.B. degree from the University of Leicester.

  7. Other Directors

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  8. Other Directors

    The Board believes that Mr. Ryan’s significant board experience and financial expertise contribute to the Board’s understanding and ability to analyze complex issues, particularly as the Company looks to grow its business, and qualify him to serve on our Board.

  9. Director Compensation

    Director Compensation The following table sets forth information regarding compensation earned by our non-employee-directors for service on our Board during the year ended December 31, 2024. The table does not include Mr. Mann, our Executive Chairman, or Dr. Strydom, our Chief Technology Officer and a former director, neither of whom received additional compensation for his service as a director. Dr. Strydom stepped down as a member of the Board in April 2025. In addition, the table does not include Mr. Maseko and Mr. Hunter, non-employee directors who joined the Board in 2025.

  10. Director Compensation

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  11. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Options ($) | Total ($) | | Josh Donfeld(1) | - | - | - | - | | Michael Gorley, Ph.D. | 70,000 | 304,032 | - | 374,032 | | Duncan Moore, Ph.D. | 70,000 | 304,032 | - | 374,032 | | Robert Ryan(1) | 70,000 | 304,032 | - | 374,032 | | Todd Wider, M.D. | 70,000 | 304,032 | - | 374,032 | | (1)Mr. Donfeld resigned from the board in January 2024 and was replaced by Mr. Ryan. | | | | |

  12. Director Compensation

    Effective October 30, 2024, the Board adopted a Non-Employee Director Compensation Policy. Under the Non-Employee Director Compensation Policy, our non-employee directors are eligible to receive an annual cash retainer for Board membership of $100,000 (which is prorated for the portion of the year they earned such retainers) and equity awards. Our policy provides that each non-employee director elected to the Board will be granted an award of restricted stock with a value of $100,000 (the “Initial Grant”). In addition, on the date of each of our annual meetings of stockholders, each non-employee director who will continue as a non-employee director following such meeting will be granted either an award of restricted stock or an award of nonstatutory stock options, at the election of such director having a value of $250,000 (the “Annual Grant”). The number of shares subject to each of the Initial Grant and Annual Grant is determined by dividing the value of such award by the closing price of our stock over the trailing 30-day period prior to the grant date. The Initial Grant will vest in full on the one-year anniversary of the grant date, subject to continued service as a director. The Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. Prior to the effectiveness of the Non-Employee Director Compensation Policy described above, directors were compensated with (i) a fee for service of $60,000 per year, payable at the director’s discretion in cash or common stock at market value (which was payable quarterly in arrears ($15,000 quarterly instalments) on the last business day of each December, March, June and September during the director’s term) and (ii) an award of common stock with a market value of $100,000 annually each year during the director’s term. We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof.

  13. Director Compensation

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  14. Director Compensation

    PROPOSAL 1:

  15. ELECTION OF CLASS III DIRECTORS

    ELECTION OF CLASS III DIRECTORS Under our governing documents our Board has the power to set the number of directors from time to time by resolution. We currently have seven directors serving on our Board, six of whom are “independent” as defined under the Nasdaq listing standards. In accordance with our certificate of incorporation, our Board is divided into three classes with staggered three-year terms. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board may have the effect of delaying or preventing changes in control of our company. At the Annual Meeting, two Class III directors will be elected for three-year terms. Based upon the recommendation of our nominating and corporate governance committee, our Board has nominated each of the director nominees set forth below to stand for election by our stockholders, in each case for a three-year term expiring at our 2028 annual meeting of stockholders and until his successor is duly elected and qualified.

  16. Nominees for Director

    Nominees for Director Our nominating and corporate governance committee has recommended, and our Board has approved, Sipho N. Maseko and Todd Wider, M.D. as nominees for election as Class III directors at the Annual Meeting. If elected, Sipho N. Maseko and Todd Wider, M.D. will serve as Class III directors until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance - Nominees for Director.” We expect that Sipho N. Maseko and Todd Wider, M.D. will accept such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board to fill such vacancy.

  17. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE NAMED IN THIS PROXY STATEMENT

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE NAMED IN THIS PROXY STATEMENT

  18. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for all services rendered in all capacities to the Company and its subsidiaries for the years ended December 31, 2024 and 2023.

  19. 2024 Summary Compensation Table

    | Name and Principal Position | | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Paul Mann, Executive Chairman | 2024 | 510,000 | 500,000 | 3,757,309 | - | - | - | 4,767,309 | | | 2023 | 480,000 | 440,000 | 1,292,657 | - | - | - | 2,212,657 | | Heather Kiessling, Chief Financial Officer(1) | 2024 | 200,000 | 200,000 | 1,312,000 | - | - | - | 1,712,000 | | | 2023 | - | - | - | - | - | - | - | | Robert Ainscow, Interim Chief Executive Officer and Chief Operating Officer(1) | 2024 | 310,000 | 180,000 | 658,500 | - | - | - | 1,148,500 | | | 2023 | 159,996 | 90,000 | - | - | - | - | 249,996 |

  20. 2024 Summary Compensation Table

    (1)Effective July 1, 2024, Ms. Kiessling joined the company as Chief Financial Officer. Ms. Kiessling succeeded Mr. Ainscow in this role, who served as Chief Financial Officer and Chief Operating Officer since April 2024 and as Interim Chief Financial Officer since September 2021. (2)On April 5, 2024, in recognition of the contributions of Mr. Mann and Mr. Ainscow to the Company in 2023, the Board approved, based on a recommendation by the compensation committee, a discretionary cash bonus for 2023 of $440,000 and $90,000, respectively. On January 29, 2025, in recognition of the contributions of Mr. Mann, Ms. Kiessling and Mr. Ainscow to the company in 2024, the Board approved, based on a recommendation by the compensation committee, a discretionary cash bonus for 2024 of $500,000, $200,000 and $180,000, respectively. (3)In accordance with SEC rules, these columns reflect the aggregate grant date fair value of the restricted stock awards granted during 2024 and 2023. This amount has been computed in accordance with Financial Accounting Standards Board (FASB), Accounting Standards Codification (ASC) Topic 718. Assumptions used in the calculation of this amount are described in Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This amount does not reflect the actual economic value that will be realized by the recipient upon the vesting of the stock awards or the sale of the common stock underlying such awards.

  21. 2024 Summary Compensation Table

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  22. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024 The following table sets forth information regarding outstanding option and stock awards held by our named executive officers as of December 31, 2024.

  23. Outstanding Equity Awards at December 31, 2024

    | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Options Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Paul Mann | 4/4/2022 | 216,000(4) | - | 2.00 | 4/4/2032 | - | - | | | 6/10/2022 | 853,788(5) | 146,212 | 2.00 | 6/10/2032 | - | - | | | 11/15/2022 | - | - | - | - | 500,000 | 2,265,000 | | | 12/30/2022 | - | - | - | - | - | - | | | 09/06/2024 | - | - | - | - | 244,617 | 1,108,115 | | Heather Kiessling | 07/01/2024 | - | - | - | - | 400,000 | 1,812,000 | | Robert Ainscow | 10/4/2021 | 150,000(5) | - | 0.25 | 10/4/2031 | - | - | | | 4/4/2022 | 12,000(4) | - | 2.00 | 4/4/2032 | - | - | | | 6/10/2022 | 115,261(5) | 19,739 | 2.00 | 6/10/2032 | - | - | | | 11/15/2022 | - | - | - | - | 300,000 | 1,359,000 | | | 09/06/2024 | | | | | 300,000 | 1,359,000 |

  24. Outstanding Equity Awards at December 31, 2024

    (1)Option and stock awards granted prior to our initial public offering in November 2022 were issued pursuant to our 2021 Stock Incentive Plan and option and stock awards granted thereafter were issued pursuant to our 2022 Equity Incentive Plan. (2)All of the option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, as determined in good faith by our Board or the compensation committee. (3)Represents the fair market value of unvested RSAs as of December 31, 2024 based upon the closing market price of our common stock on December 31, 2024 of $4.53 per share. (4)The options became exercisable in a single installment 12 months after the grant date. (5)The options vest in 36 equal monthly installments beginning on the last day of month after the grant date, subject to the recipient’s continuous service with us as of each such vesting date.