UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 1, 2023, Aspen Aerogels, Inc. (the “Company”) entered into executive employment agreements effective as of January 1, 2023, to succeed the executive employment agreements that expired on December 31, 2022, with Kelley W. Conte, Senior Vice President, Human Resources; Gregg R. Landes, Senior Vice President, Operations and Strategic Development; Ricardo C. Rodriguez, Senior Vice President, Chief Financial Officer and Treasurer; Corby Whitaker, Senior Vice President, Sales and Marketing; and Keith Schilling, Senior Vice President, Technology (the “Executive Agreements”).
The material terms of the Executive Agreements are as follows:
| • | The annual base salary for Ms. Conte and Messrs. Landes, Rodriguez, Whitaker, and Schilling is set at $300,000, $400,000, $350,000, $400,000, and $400,000, respectively, and they are each eligible to receive a performance-based cash bonus (the “Executive Performance Bonus”) as determined by the Company’s board of directors with a performance bonus target set at not less than 50% of base salary for Ms. Conte and Mr. Schilling, and 55% of base salary for Messrs. Landes, Rodriguez and Whitaker. |
| • | Upon termination by the Company not for cause or termination by the executive for good reason prior to a change of control, the executive is entitled to receive, following 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; a pro rata portion of the Executive Performance Bonus based on the number of months worked in the year of termination; any accrued but unpaid Executive Performance Bonus for the prior fiscal year; continued health insurance coverage for the lesser of the duration of such coverage under COBRA or 12 months; and 6 months of outplacement service. For any such termination within 24 months from a change of control, the executive is entitled to receive, following execution of a release, severance in an amount equal to twice the sum of the executive’s annual base salary and performance bonus target in effect at the time of termination; a pro rata portion of the Executive Performance Bonus based on the number of months worked in the year of termination; any accrued but unpaid Executive Performance Bonus for the prior fiscal year; continued health insurance coverage for the lesser of the duration of such coverage under COBRA or 24 months; and 6 months of outplacement services. |
| • | Upon termination by the Company not for cause or termination by the executive for good reason prior to a change of control, vesting of any options or stock-based awards outstanding will be accelerated by 12 months and any vested stock options will be exercisable for one year from the date of termination. For any such termination within 24 months after a change of control, any options or stock-based award outstanding will become fully vested and exercisable as of the date of termination and, subject to any permitted action by the Company’s board of directors upon a change of control under the Company’s applicable equity plan to terminate the stock options or other stock-based awards upon a change of control, any such vested stock option shall be exercisable for not less than one year from the date of termination. The foregoing shall not apply to the special equity incentive grants (“SEIG Awards”) held by the executives, which vest in accordance with time and performance vesting conditions, and the terms of which are governed by the provisions of the SEIG Awards, as previously disclosed in the Company’s Current Report on Form 8-K filed on June 6, 2022. |
| • | The Executive Agreements include an automatic renewal for each calendar year, unless either the Company or the executive provides written notice of non-renewal at least 60 days before the applicable annual expiration date, and contain customary confidentiality, non-competition and non-solicitation provisions. |
The foregoing description of the Executive Agreements is not complete and is qualified in its entirety by reference to the full text of the Executive Agreements, respectively, copies of which will be filed as exhibits to the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Aspen Aerogels, Inc. | ||||||
| Date: January 5, 2023 | By: | /s/ Ricardo C. Rodriguez | ||||
| Name: | Ricardo C. Rodriguez | |||||
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |||||
Document and Entity Information |
Jan. 01, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | ASPEN AEROGELS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0001145986 |
| Document Type | 8-K |
| Document Period End Date | Jan. 01, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36481 |
| Entity Tax Identification Number | 04-3559972 |
| Entity Address, Address Line One | 30 Forbes Road |
| Entity Address, Address Line Two | Building B |
| Entity Address, City or Town | Northborough |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 01532 |
| City Area Code | (508) |
| Local Phone Number | 691-1111 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock |
| Trading Symbol | ASPN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |