Cari Robinson
ASPEN AEROGELSAbout Cari Robinson
Cari Robinson (age 62) joined Aspen Aerogels’ Board in August 2024 and is a Class I director with a term expiring at the 2027 annual meeting. She is a former EVP & General Counsel of Revlon (2019–2022), spent nearly two decades at IBM including as VP, Assistant General Counsel, Investigations & Cybersecurity, previously served as an AUSA in SDNY, and began her career at Davis Polk. She holds a BA from Vassar and a JD from Emory; the Board cites her legal, regulatory, governance, crisis management, and cybersecurity expertise as key qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon, Inc. | EVP & General Counsel; oversaw legal, compliance, regulatory, corporate governance, physical security | Jul 2019 – Jan 2022 | Global oversight of legal, governance and compliance functions |
| IBM | Associate GC, Corporate Litigation; VP, Assistant GC, Investigations & Cybersecurity | Oct 2000 – Jul 2019 | Established and led global investigations and cybersecurity response teams |
| U.S. Attorney’s Office, SDNY | Assistant U.S. Attorney, Criminal Division | (prior to 2000; exact dates not disclosed) | Prosecutorial experience |
| Davis Polk & Wardwell | Associate | (prior to AUSA; exact dates not disclosed) | Corporate/legal training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| August Strategic Communications | Senior Managing Director | Since Jul 2023 | Strategic communications and crisis advisory firm |
| Black Dog Advisory, LLC | Founder | Since Feb 2023 | Advisory on transformation, risk, governance, cybersecurity, compliance and regulatory issues |
| Public company boards | — | — | No other public company directorships disclosed in last five years |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than CEO Donald Young are independent (NYSE definition) . |
| Classification & Term | Class I; term ends at 2027 annual meeting . |
| Committees (2024–present) | Appointed to Audit Committee and Nominating, Governance & Sustainability (NG&S) Committee in Aug 2024 . |
| Committee leadership (effective after 2025 annual meeting) | Chair, NG&S Committee; Member, Audit Committee (per March 4, 2025 8‑K) . |
| Attendance | 2024: Board met 9 times; committees met 20 times; no director attended fewer than 75% of aggregate meetings; all then‑serving directors attended the 2024 annual meeting . |
| Overboarding policy | Board limits directors to not more than four other public company boards; all directors comply . |
| Executive sessions | Audit and Compensation committees meet regularly in executive session . |
| Risk oversight & cyber | Audit Committee oversees ERM and cybersecurity and has a Cybersecurity Subcommittee that meets quarterly . |
Fixed Compensation
| 2024 Director Compensation (USD) | Fees Earned (Cash) | Stock Awards | Stock Options | Total |
|---|---|---|---|---|
| Cari Robinson | $7,216 | $44,330 | $26,917 | $78,463 |
| Non-Employee Director Cash Retainer Structure | Chair (Annual) | Member (Annual) |
|---|---|---|
| Board of Directors (2025 policy) | $90,000 | $45,000 |
| Audit Committee | $20,000 | $7,500 |
| Compensation & Leadership Development | $20,000 | $5,000 |
| Nominating, Governance & Sustainability | $10,000 | $4,000 |
- Additional meetings: For meetings above thresholds (Board >12; Audit >12; others >8), the Board may approve one‑time additional cash retainers, capped at $45,000 per year .
- Year-over-year change signal: Audit and Compensation chair fees increased to $20,000 from $15,000 in the prior policy, indicating elevated committee workload/oversight intensity .
Performance Compensation
| Equity Element | 2024 Grant Value | Instrument | Vesting Terms |
|---|---|---|---|
| Annual equity | $44,330 stock + $26,917 options | Restricted stock and stock options | Director equity generally vests on the earlier of (i) one year from grant or (ii) the day prior to the next annual meeting; options max 10‑year term . |
| Outstanding Director Equity at 12/31/2024 | Stock Options (count) | Restricted Stock (count) |
|---|---|---|
| Cari Robinson | 1,676 | 1,876 |
- Director equity policy: Annual grant equal to $85,000 split between restricted stock and options; pro‑rata equity for new directors; extended option exercise window (up to 2 years) post‑departure; potential service‑based acceleration at ≥3 years of service .
- Clawback: Company’s Compensation Recoupment Policy complies with SEC/NYSE rules and permits discretionary recoupment for misconduct (applies to incentive compensation; governance signal) .
- Hedging/pledging prohibited for directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Robinson . |
| Compensation committee interlocks | Company disclosed no interlocks; Ms. Robinson is not listed as a Compensation Committee member . |
| Related-party exposure | Audit Committee must pre‑approve related‑party transactions; 2024–2025 related‑party disclosure pertains to Koch affiliates; no transactions involving Ms. Robinson disclosed . |
Expertise & Qualifications
- Legal, regulatory, governance, crisis management, and cybersecurity expertise; extensive investigations and incident response leadership at IBM; public company GC experience at Revlon .
- Board oversight alignment: Audit Committee cyber oversight with dedicated Cybersecurity Subcommittee provides a direct channel for her cyber and risk expertise .
Equity Ownership
| Beneficial Ownership (Record Date; FY2024 proxy) | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Cari Robinson | 3,552 | <1% |
| Ownership Breakdown (Record Date) | Direct/RS (incl. unvested) | Options exercisable within 60 days |
|---|---|---|
| Cari Robinson | 1,876 | 1,676 |
| Insider Awards (Post-year-end) | Trade Date | Form | Type | Shares/Units | Notes |
|---|---|---|---|---|---|
| Annual director grant | Apr 30, 2025 | Form 4 | RSU “A – Award” | 10,370 | Subsequent beneficial holdings reflect grant; Form 4 filed May 1, 2025 . |
| New director pro‑rata grant | Aug 14, 2024 | Form 4 | Stock “A – Award” | 1,876 | Onboarding equity; Form 4 filed Aug 16, 2024 . |
- Stock ownership guidelines: Directors must hold stock equal to 4x the annual cash retainer within five years; compliance tested annually; unexercised options and unvested performance awards don’t count toward compliance .
- Hedging/pledging prohibited; reinforces alignment .
- Section 16 compliance: Company reported all Section 16 filings timely for directors in 2024; one immaterial historical correction pertained to the CEO, not directors .
Governance Assessment
- Strengths
- Independence, no related-party transactions, and compliance with overboarding policy support objectivity .
- Deep governance, legal, and cybersecurity background is additive to Audit and NG&S oversight; elevation to NG&S Chair signals confidence in her governance leadership .
- Robust policies: director ownership guidelines increased in 2024; hedging/pledging ban; clawback policy aligned with SEC/NYSE rules .
- Watch items
- Early tenure and currently modest beneficial ownership (new appointee) place more weight on continued engagement and timely progress toward ownership guidelines over the five‑year window .
- Expanded committee fee levels imply greater workload and oversight intensity (particularly Audit and Compensation); effective time allocation and ongoing attendance will remain important .
Overall, Robinson’s profile indicates strong governance and cyber-risk oversight capabilities with no apparent conflicts or red flags disclosed; early-stage ownership and tenure should improve as equity vests under the director compensation policy .