Corby Whitaker
ASPEN AEROGELSAbout Corby Whitaker
Corby C. Whitaker is Senior Vice President, Sales and Marketing at Aspen Aerogels (ASPN). He is 55 and has served in this role since joining the company in February 2012, with expanded responsibilities leading the battery electric thermal segment commercial, engineering, and program management teams; he holds a B.S. in Mechanical Engineering from Texas A&M University and previously held senior roles in sales, marketing, engineering, and business development across energy, renewable energy, building materials, and industrial equipment industries . Company performance in 2024 included revenue of $452.7 million (+90% YoY), Adjusted EBITDA of $89.9 million, net income of $13.4 million, and gross margin of 40%; cumulative TSR (SEC “Pay vs Performance” methodology) showed a $53 value of an initial fixed $100 investment for 2024 .
Past Roles
No specific prior employers or role details for Mr. Whitaker are disclosed beyond industry background in energy, renewable energy, building materials, and industrial equipment .
External Roles
No external directorships or roles for Mr. Whitaker are disclosed in the proxy .
Fixed Compensation
Base salary rates and cash compensation paid:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Rate ($) | $400,000 | $400,000 | $440,000 (effective Apr 1, 2024) |
| Salary Paid ($, SCT) | $400,000 | $400,000 | $429,231 |
Multi-year compensation (SCT totals):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $400,000 | $400,000 | $429,231 |
| Stock Awards (Grant-Date Fair Value) | $683,709 | $112,494 | $131,243 |
| Option Awards (Grant-Date Fair Value) | $337,499 | $710,712 | $393,743 |
| Non-Equity Incentive Plan Compensation (Annual Bonus Paid) | $313,338 | $517,000 | $594,000 |
| All Other Compensation | $23,448 | $25,285 | $10,350 |
| Total Compensation | $1,757,994 | $1,765,491 | $1,558,567 |
Performance Compensation
Corporate bonus design and payout mechanics (2024):
| Metric | Weight | Threshold ($000s) | Target ($000s) | Max ($000s) | Actual ($000s) | Payout % |
|---|---|---|---|---|---|---|
| Revenue | 25% | $360,000 | $400,000 | $480,000 | $452,699 | 182% |
| Adjusted EBITDA | 75% | $0 | $34,000 | $78,000 | $97,596 | 225% |
| Weighted Payout | — | — | — | — | — | 214.3% |
Bonus target and actual:
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Bonus (% of Base) | Not disclosed (prior program) | 55% | 60% |
| Actual Bonus Paid ($) | $313,338 | $517,000 | $594,000 (225% of target, with individual modifier applied) |
Long-term incentives and vesting (2024 awards):
| Instrument | Grant Date | Quantity | Exercise/Grant Price | Term | Vesting |
|---|---|---|---|---|---|
| Stock Options | 3/5/2024 | 35,249 | $16.34 | 10 years to 3/5/2034 | 3 equal annual installments on 3/5/2025, 3/5/2026, 3/5/2027 |
| RSUs | 3/5/2024 | 8,032 | $131,243 grant-date FV | — | 3 equal annual installments on 3/5/2025, 3/5/2026, 3/5/2027 |
2025 plan change: mix moves to 50% PSUs (3-year rTSR vs Russell 2000), 25% options, 25% RSUs (payout scale 0–200%) .
Option exercises and stock vesting realized (2024):
| Item | 2024 |
|---|---|
| Options Exercised (Shares) | 55,159 |
| Value Realized on Exercise ($) | $1,179,216 |
| Stock Awards Vested (Shares) | 7,833 |
| Value Realized on Vesting ($) | $134,026 |
Special equity cancellation: unearned SEIG performance awards cancelled on 3/6/2024 (Whitaker: 53,590 shares) .
Equity Ownership & Alignment
Beneficial ownership, vesting statuses, and policy alignment:
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 275,659 (less than 1%) |
| Direct/Restricted Shares | 117,313 (includes unvested restricted stock) |
| Options Exercisable within 60 Days | 158,346 |
| Unvested RSUs Outstanding | 8,032 (time-based) |
| Additional Unvested Full-Value Awards | 11,013 restricted shares (time-based) |
| Ownership Guidelines | Executives: 2x base salary; compliance due within 5 years; as of 12/31/2024, all NEOs met or were expected to meet within transition period |
| Hedging/Pledging | Prohibited for named executive officers; Insider Trading Policy requires preclearance and restricts trading windows; 10b5-1 plan guidelines in place |
Selected outstanding option positions at FY2024:
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 3/5/2024 | — | 35,249 | $16.34 | 3/5/2034 |
| 9/7/2023 | — | 85,000 | $6.51 | 9/7/2033 |
| 6/1/2023 | 25,326 | 50,653 | $6.81 | 6/1/2033 |
| 2/23/2022 | 14,939 | 7,469 | $26.29 | 2/23/2032 |
| 2/24/2021 | 15,671 | — | $24.13 | 2/24/2031 |
| 12/15/2020 | 9,965 | — | $16.05 | 12/15/2030 |
| 2/26/2020 | 47,899 | — | $8.02 | 2/26/2030 |
Employment Terms
Executive Agreement and severance/change-in-control economics:
| Provision | Detail |
|---|---|
| Executive Agreement Term | Amended and restated effective Jan 1, 2023; one-year term with successive automatic one-year renewals unless non-renewal notice ≥60 days before expiration; includes confidentiality, non-compete, non-solicit, and related provisions |
| Target Bonus | 60% of base salary for 2024 |
| Clawback | Amended and restated June 1, 2023; SEC/NYSE-compliant mandatory recovery for erroneous incentive comp post Oct 2, 2023 and discretionary recovery for misconduct |
| Hedging/Pledging | Prohibited; insider trading restrictions and Rule 10b5-1 guidelines enforced |
| Stock Ownership Guideline | 2x base salary; 5-year compliance window; annual testing |
| Tax Gross-Ups | None for change-in-control payments or perquisites |
| Severance (No CoC) | Cash severance includes base + target bonus + 2024 bonus earned but unpaid; 12 months benefits; outplacement; 12 months vesting acceleration; estimated totals below |
| Severance (Double-Trigger CoC) | 2x (base + target bonus) + pro rata/current year bonus + prior year earned, 24 months benefits, 6 months outplacement, full vesting upon qualifying termination within 24 months of CoC; estimated totals below |
Estimated severance and CIC benefits (as of 12/31/2024):
| Scenario | Cash Severance ($) | Acceleration of Unvested Options/RSUs ($) | Benefits & Outplacement ($) | Total ($) |
|---|---|---|---|---|
| Qualifying Termination (no CoC) | $1,298,000 | $242,575 | $46,066 | $1,586,641 |
| CIC Qualifying Termination (within 24 months) | $2,002,000 | $956,456 | $72,131 | $3,030,587 |
Investment Implications
- Strong pay-for-performance alignment: 2024 STI weighted 75% to Adjusted EBITDA and 25% to revenue with rigorous thresholds and capped payouts; Whitaker earned 225% of target as company performance materially exceeded targets (Adjusted EBITDA $97.6m vs $34m target; revenue $452.7m vs $400m target) .
- Equity-linked incentives shifting higher: 2025 LTI adds 50% PSUs tied to rTSR vs Russell 2000, tightening alignment with shareholder outcomes and introducing 3-year cliff vesting (reduces short-term selling risk) .
- Near-term selling pressure considerations: 2024 option exercise activity (55,159 options; $1.18m realized) and scheduled vesting of 2024 RSUs/options across March 2025–2027 suggest incremental supply windows, though hedging/pledging prohibitions and ownership guidelines provide alignment safeguards .
- Retention risk appears mitigated: Double-trigger CIC with 2x cash and full acceleration, plus no tax gross-ups, negative discretion in bonus plan, and robust clawback policy reduce governance red flags while providing competitive downside protection .
- Company execution backdrop supportive: 2024 revenue growth (+90% YoY to $452.7m), margin expansion (gross margin to 40%), and $89.9m Adjusted EBITDA underpin bonus funding and validate commercial leadership performance in EV thermal barriers and Energy Industrial segments .