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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2024
ASPEN AEROGELS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware |
001-36481 |
04-3559972 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
30 Forbes Road
Building B |
|
|
| Northborough, Massachusetts |
|
01532 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| |
|
|
Registrant’s Telephone Number, Including Area Code: (508) 691-1111
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
ASPN |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2024, the Board of Directors (the “Board”) of
Aspen Aerogels, Inc. (the “Company”) appointed Cari Robinson to join the Board to serve as a Class I director until the Company’s
2027 Annual Meeting of Stockholders. The Board also appointed Ms. Robinson to the Audit Committee and the Nominating, Governance and Sustainability
Committee of the Board.
Ms. Robinson, 61, currently serves as Senior Managing Director at August
Strategic Communications, a strategic communications and crisis advisory firm, where she advises clients on matters in areas including
reputation management, crisis management, litigation and investigations, and cybersecurity and data breach incident response. In February
2023, Ms. Robinson founded Black Dog Advisory, LLC, a consulting firm providing services in connection with organizational transformation,
risk, governance, cybersecurity preparedness, compliance and regulatory issues. From July 2019 to January 2022, Ms. Robinson served as
Executive Vice President and General Counsel of Revlon, Inc., where she oversaw Revlon’s enterprise-wide legal, physical security,
compliance, regulatory and corporate governance affairs globally. From October 2000 to July 2019, Ms. Robinson served in several positions
at the International Business Machines Corporation (“IBM”), including as Associate General Counsel, Corporate Litigation and
as Vice President, Assistant General Counsel, Investigations & Cybersecurity, where she established and led a global team responsible
for handling internal investigations, regulatory matters, cybersecurity incidents and data breaches. Ms. Robinson was an Assistant United
States Attorney in the Criminal Division of the United States Attorney’s Office, Southern District of New York, and before that,
she was an associate at the law firm of Davis Polk & Wardwell. Ms. Robinson received her Bachelor of Arts in English from Vassar College
and her Juris Doctor from Emory University School of Law.
The Board has determined that Ms. Robinson is an independent director for
purposes of serving on the Board and its committees. There are no arrangements or understandings between Ms. Robinson and any other person
pursuant to which Ms. Robinson was appointed as a director. There are no transactions to which the Company is a participant and in which
Ms. Robinson has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
Ms. Robinson 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 Company’s Director
Compensation Policy and pursuant to the Aspen Aerogels 2023 Equity Incentive Plan (the “Plan”), Ms. Robinson was also awarded
a pro rated initial equity grant of $44,340 of restricted stock and $26,921 of stock options on the date of her appointment to the Board,
vesting on the earlier of May 30, 2025, the day prior to the Company’s 2025 annual meeting of stockholders, or the occurrence of
a Change in Control (as defined in the Plan). 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 August 1, 2024, and is incorporated herein by reference.
Ms. Robinson 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 August 15, 2024, the Company issued a press release announcing the appointment
of Ms. Robinson to the Board, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
+ Management contract or compensatory plan or arrangement.
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.
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 hereunto duly authorized.
| |
Aspen Aerogels, Inc. |
| |
|
|
| Date: August 15, 2024 |
By: |
/s/ Ricardo C. Rodriguez |
| |
Name: |
Ricardo C. Rodriguez |
| |
Title: |
Chief Financial Officer and Treasurer |
Exhibit 99.1
Aspen Aerogels, Inc. Announces New Appointment
to its Board of Directors
NORTHBOROUGH, Mass., August 15, 2024 /PRNewswire/ -- Aspen Aerogels,
Inc. (NYSE: ASPN) ("Aspen" or the "Company"), a technology leader in sustainability and electrification solutions,
today announced the appointment of Cari Robinson to its Board of Directors ("Board"). Ms. Robinson was also appointed to the
Audit Committee and the Nominating, Governance and Sustainability Committee of the Board.
Ms. Robinson, 61, currently serves as Senior Managing Director at August
Strategic Communications, a strategic communications and crisis advisory firm, where she advises clients on matters in areas including
reputation management, crisis management, litigation and investigations, and cybersecurity and data breach incident response. Ms. Robinson
is also the founder of Black Dog Advisory, LLC, a consulting firm providing services in connection with organizational transformation,
risk, governance, cybersecurity preparedness, compliance and regulatory issues. Previously, Ms. Robinson served as Executive Vice President
and General Counsel of Revlon, Inc., where she oversaw Revlon’s worldwide legal affairs, including physical security, acquisitions
and divestitures, capital markets and restructuring, corporate governance, compliance, regulatory matters, marketing, intellectual property,
licensing, human resources matters, commercial transactions, litigation, and global privacy and security. During her tenure, Ms. Robinson
led Revlon through a series of complex refinancings, capital markets transactions, restructuring and reorganization activities, and the
successful resolution of numerous litigation, regulatory, compliance and financial controls matters. Ms. Robinson also helped design and
implement Revlon's compliance, securities, governance, data privacy, cybersecurity, ESG and ERM programs, reducing the company’s
financial, legal and reputational risk worldwide.
Prior to her tenure at Revlon, Ms. Robinson served in several positions at the International
Business Machines Corporation (“IBM”), including as Associate General Counsel, Corporate Litigation, and as Vice President,
Assistant General Counsel, Investigations & Cybersecurity, where she established and led a global team responsible for handling internal
investigations, regulatory matters, cybersecurity incidents and data breaches. In that role, she also advised senior management and business
leaders on risk, strategy, and corporate governance issues and partnered with the compliance team on internal investigative, governance
and policy matters, training and education. As a senior executive in IBM’s Litigation Department, Ms. Robinson developed and led
a progressive global support team and effected cost and transformation measures that yielded substantial long-term savings and sustained
growth. In that role, Ms. Robinson also managed worldwide corporate litigation matters, including the defense and successful resolution
of 100+ million-dollar lawsuits in areas ranging from commercial contract disputes to intellectual property enforcement to securities
class actions to sensitive employment disputes, and the resolution of prelitigation disputes across all areas of IBM’s business.
Ms. Robinson was an Assistant United States Attorney in the Criminal Division of the United States Attorney’s Office, Southern District
of New York, where she investigated and prosecuted scores of federal criminal matters and tried cases and argued appeals before the federal
courts. She began her career as an associate at the law firm of Davis Polk & Wardwell. Ms. Robinson received her Bachelor of Arts
in English from Vassar College and her Juris Doctor from Emory University School of Law.
“Cari’s extensive corporate leadership background, marked by sharp strategic thinking
and a keen business sense, will be a significant asset to Aspen and its Board. Her ability to navigate complex risks and lead with clarity
and foresight will help drive our organization forward,” said Donald R. Young, President and Chief Executive Officer of the Company.
“Aspen’s Board is built to provide strong oversight and stewardship, following best-in-class corporate governance practices.
As our evolving business continues to grow, we are committed to incorporating additional value-add elements into our leadership pipeline,
including diversity and rich subject matter expertise across both our executive management team and our Board of Directors. I, along with
the rest of the Board members, am excited to welcome Cari and her complementary skillset, which will bring a fresh perspective, new ways
of thinking, and thoughtful collaboration to our team.”
Ms. Robinson commented, “It is a privilege to join Aspen and serve alongside this accomplished
Board of Directors. I anticipate playing an active role on the Board, as well as on the Audit Committee and the Nominating, Governance
and Sustainability Committee, to contribute to the realization of Aspen's full potential across various markets and industries.”
About Aspen Aerogels, Inc.
Aspen is a technology leader
in sustainability and electrification solutions. The Company's aerogel technology enables its customers and partners to achieve their
own objectives around the global megatrends of resource efficiency, e-mobility, and clean energy. Aspen's PyroThin® products enable
solutions to thermal runaway challenges within the electric vehicle ("EV") market. Aspen Battery Materials, the Company's carbon
aerogel initiative, seeks to increase the performance of lithium-ion battery cells to enable EV manufacturers to extend the driving range
and reduce the cost of EVs. The Company's Cryogel® and Pyrogel® products are valued by the world's largest energy infrastructure
companies. Aspen's strategy is to partner with world-class industry leaders to leverage its Aerogel Technology Platform® into additional
high-value markets. Aspen is headquartered in Northborough, Mass. For more information, please visit www.aerogel.com.
Investor Relations & Media Contacts:
Neal Baranosky
Phone: (508) 691-1111 x 8
nbaranosky@aerogel.com
Georg Venturatos / Ralf Esper
Gateway Group
Phone: (949) 574-3860
ASPN@gateway-grp.com
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