Aspen Aerogels Inc

This non-binding advisory proposal asks stockholders to approve the Company’s executive compensation disclosure and the compensation paid to the named executive officers as described in the proxy statement. Management is seeking this advisory approval to confirm that its mix of base salary, annual cash incentives tied to revenue and Adjusted EBITDA, and long-term equity incentives (50% PSUs tied to three‑year relative TSR, 25% stock options, and 25% RSUs) is aligned with shareholder interests and appropriately incentivizes management. The Compensation Committee emphasizes that a significant portion of executive pay is ‘‘at-risk’’ (approximately 80% for the CEO and ~73% on average for other NEOs for 2025), tying realized compensation to company performance and stock price appreciation. The Board notes the Compensation Committee’s use of market peer data, an independent compensation consultant (Meridian), and multi-year vesting to support retention and alignment objectives. The management argument stresses that the program links annual cash bonuses to Adjusted EBITDA and revenue targets, and long-term PSUs to relative TSR versus Russell 2000, thereby balancing short-term operational performance with long-term shareholder returns. The Company also highlights governance features such as caps on maximum payouts, a compensation recoupment policy, stock ownership guidelines, no repricing without shareholder approval, and limitations on hedging and pledging, which mitigate excessive risk-taking. Because the vote is advisory, the Compensation Committee will consider the outcome and shareholder feedback when setting future compensation policies; historically, the Company received strong say-on-pay support (approximately 92% in 2025). The Board recommends a vote FOR this proposal, viewing approval as validation of its compensation framework and its role in attracting and retaining executive talent while aligning pay with shareholder value creation.

This advisory proposal asks stockholders to select how often the Company should hold a non-binding advisory vote on executive compensation (every one, two, or three years). Management is seeking a clear stockholder preference on frequency to guide its governance cadence and shareholder engagement approach; the Board recommends 'One Year' to ensure frequent and timely feedback on executive pay. The proxy practice described indicates the Company historically used annual advisory votes and the Board points to prior engagement and a prior stockholder preference for annual votes (as accepted by the Board). While the outcome of this vote is non-binding, the Board and Compensation Committee will consider the plurality/majority result when setting future practice. Choosing annual frequency allows investors to respond quickly to changes in pay design or company performance, which may be important given the Company’s evolving strategy and compensation programs that emphasize multi-year performance metrics. Management also notes that the plurality option will be considered the stockholder preference if no option receives a majority; thus, the vote provides a practical mechanism for clarifying investor expectations. The Board’s recommendation for 'One Year' reflects a governance posture favoring frequent accountability and responsiveness to stockholders, while retaining discretion to act in the Company’s fiduciary interest.

This non-binding advisory proposal asks stockholders whether the Company should include a binding proposal in the 2027 proxy to amend the Certificate of Incorporation to declassify the Board over a three‑year transition. Management initiated the advisory question following engagement with shareholders, including Palogic Value Management, and a review conducted by the Board and its Nominating, Governance and Risk Committee concerning the trade-offs between a classified board (continuity, stability, takeover defense) and annual director elections (increased accountability and responsiveness). A favorable advisory vote would not itself effect declassification but would signal majority shareholder support and prompt the Board to reevaluate and potentially include a binding declassification amendment in the 2027 proxy. The declassification transition described would phase director election changes across 2027–2030 to avoid sudden turnover while ultimately moving to annual elections, affecting director election timing and corporate governance dynamics. The Board frames the action as responsive to investor engagement and intends to consider fiduciary duties and shareholder views before deciding to proceed with a binding amendment; thus, the proposal functions as a structured mechanism for collecting investor input. Key governance implications include potentially greater director accountability and more frequent shareholder influence over board composition, balanced against the loss of multi-year continuity that classified boards provide and potential increased vulnerability to short‑term activist campaigns. The proposal’s non-binding nature gives the Board discretion to decline declassification if it determines declassification is not in the best interest of the Company and shareholders. Market and proxy advisors may treat an affirmative vote as a strong signal favoring governance modernization; conversely, a rejection would support retaining classified continuity. The Board recommends a vote FOR the advisory question as a measured step to consult shareholders before any binding charter amendment is proposed.