Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 31, 2022, Robert M. Gervis, a member of the Board of Directors (the
"Board") of Aspen Aerogels, Inc. (the "Company"), notified the Company of his
decision to resign from the Board, including as Chairperson of the Board's
Compensation and Leadership Development Committee and member of the Board's
Nominating, Governance and Sustainability Committee, effective as of 4:00 PM ET
on Tuesday, November 1, 2022. Mr. Gervis' resignation was not as a result of any
disagreement between Mr. Gervis and the Company on any matter relating to the
Company's operations, policies or practices. Pursuant to the Company's
Non-Employee Director Compensation Policy, as amended (the "Director
Compensation Policy"), and in light of Mr. Gervis' many years of valued service
and contributions to the Company, the Board approved the acceleration of the
vesting of all of Mr. Gervis' unvested stock options and restricted stock
("Unvested Equity"), such that the Unvested Equity became fully vested effective
upon Mr. Gervis' resignation from the Board.
On November 1, 2022, the Board appointed Kathleen M. Kool to join the Board to
serve as a Class II director until the 2025 Annual Meeting of Stockholders and
until her successor has been duly elected and qualified, or until her earlier
death, resignation, retirement or removal. The Board also appointed Ms. Kool to
the Audit Committee and the Nominating, Governance and Sustainability Committee
of the Board.
Ms. Kool, 51, most recently served as the Chief Executive Officer ("CEO") of
Tide Cleaners, a wholly owned subsidiary of Procter & Gamble ("P&G"), until her
retirement in June 2022. Under Ms. Kool's leadership as CEO, Tide Cleaners grew
from 35 to 191 stores and was ranked 76th in Entrepreneur's Franchise 500
ranking, marking the third consecutive year in the top 100. During her 27-year
tenure at P&G, Ms. Kool served in a variety of executive leadership roles,
including Chief Financial Officer ("CFO") of North America Fabric Care, the
largest regional business unit at P&G, with over $8 billion in retail sales, and
CFO of the Global P&G Professional business. In addition to her extensive
business leadership experience, Ms. Kool was a key member of P&G's award-winning
Investor Relations team, partnering with multiple CEOs and leading the
communication for the strategy renewal that spanned two $10 billion productivity
programs and a more focused portfolio of strategic brands. Additionally, Ms.
Kool led numerous acquisitions, integrations, and business expansions, and
navigated Tide Cleaners through the COVID-19 pandemic, growing industry share,
opening new stores and overseeing expansion to new campuses. Ms. Kool is also a
member of the Board of Directors of Digimarc Corporation, where she serves on
each of the Audit, Compensation and Talent Management, and Governance,
Nominating, and Sustainability Committees. Ms. Kool received her BA, summa cum
laude, in Economics from Kalamazoo College and her MBA from Washington
University in St. Louis. Her qualifications to serve as a member of the Board
include her extensive leadership experience and public company board service.
The Board has determined that Ms. Kool: (i) is an "independent director" as
defined in Section 303A.02 of the New York Stock Exchange ("NYSE") Listed
Company Manual, (ii) meets the requirements for audit committee service pursuant
to Section 303A.06 of the NYSE Listed Company Manual, (iii) meets the
requirements for the Nominating, Governance and Sustainability Committee service
pursuant to Section 303A.04 of the NYSE Listed Company Manual, and (iv) is an
"audit committee financial expert," as defined in Item 407(d)(5)(ii) of
Regulation S-K. There are no arrangements or understandings between Ms. Kool and
any other person pursuant to which Ms. Kool was appointed as a director. There
are no transactions to which the Company is a party and in which Ms. Kool has a
material interest that are required to be disclosed under Item 404(a) of
Regulation S-K.
Ms. Kool will be entitled to the compensation paid by the Company to all of its
non-employee directors under the Company's Director Compensation Policy,
including an annual retainer of $45,000 for service on the Board, an annual
retainer of $7,500 for service on the Audit Committee, and an annual retainer of
$4,000 for service on the Nominating, Governance and Sustainability Committee
(pro-rated for the portion of the year in which she serves as a member of the
Board, Audit Committee, and Nominating, Governance and Sustainability
Committee). In accordance with the Director Compensation Policy, Ms. Kool was
also awarded an initial equity grant of $51,000 of restricted stock and $34,000
of stock options on the date of her appointment to the Board. The Director
Compensation Policy is filed as Exhibit 10.13 to the Company's Quarterly Report
on Form 10-Q, filed by the Company on May 10, 2022, and is incorporated herein
by reference.
Ms. Kool has also entered into an indemnification agreement in the form the
Company has entered into with its other non-employee directors, which form is
filed as Exhibit 10.18 to the Company's Amendment No. 1 to its Registration
Statement on Form S-1, filed by the Company on May 14, 2014, and is incorporated
herein by reference.
On November 2, 2022, the Company issued a press release announcing the departure
of Mr. Gervis and the appointment of Ms. Kool to the Board, which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release issued by Aspen Aerogels, Inc. on November 2, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
The press release may contain hypertext links to information on our website. The
information on our website is not incorporated by reference into this Current
Report on Form 8-K and does not constitute a part of this Form 8-K.
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IGNATURES
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: November 2, 2022 By: /s/ Ricardo C. Rodriguez
Name: Ricardo C. Rodriguez
Senior Vice President, Chief
Title: Financial Officer and Treasurer© Edgar Online, source Glimpses
ASPEN AEROGELS, INC. 
