James Sweetnam
ASPEN AEROGELSAbout James Sweetnam
James E. Sweetnam (age 72) has served as an independent Class I director of Aspen Aerogels since August 2022, with his current term expiring at the 2027 annual meeting . He is a former President & CEO and board member of Dana Corporation (July 2009–November 2010) and previously held senior roles at Eaton Corporation (including CEO of the Truck Group) and spent 10 years at Cummins Inc. in executive positions including Vice President and Group Managing Director of Holset Engineering; earlier, he held management roles at Canadian Liquid Air and engineering roles at Air Products and Chemicals in Allentown, PA and São Paulo, Brazil . Sweetnam holds a BS in Applied Science and Engineering from West Point and an MBA from Harvard Business School, and the Aspen Board cites his senior operating, manufacturing/engineering, automotive, and international business development experience—as well as public company board service—as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dana Corporation | President & CEO; Board Member | Jul 2009 – Nov 2010 | Led a Fortune 500 driveline components manufacturer; senior-level operational oversight |
| Eaton Corporation | Various roles incl. CEO, Truck Group | Not disclosed (prior to 2009) | Power management operations leadership; deep automotive supply experience |
| Cummins Inc. (incl. Holset Engineering Co. Ltd.) | Vice President; Group Managing Director (Holset); President, Cummins Electronics Co. | 10 years (dates not disclosed) | Turbocharger subsidiary leadership (UK HQ); electronics division president |
| Canadian Liquid Air | Management positions | Not disclosed | Industrial gases operations exposure |
| Air Products and Chemicals | Engineering positions (US/Brazil) | Not disclosed | Engineering roles in Allentown, PA and São Paulo, Brazil |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Republic Airways Holdings, Inc. | Director | Current | Audit & Finance Committee; Nominating & Governance Committee |
| SunCoke Energy, Inc. | Director (Prior) | Not disclosed | Chair, Nominating & Governance Committee; Chair, Compensation Committee |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under NYSE rules; Sweetnam is independent .
- Committee assignments (2024): Audit Committee member; Compensation & Leadership Development Committee member .
- Post-2025 annual meeting composition: Audit Committee will consist of Kool (Chair), Robinson, and Sweetnam; Compensation Committee will consist of Noglows (Chair), Mitchell, and Sweetnam .
- Attendance: In 2024, the Board met nine times and committees met 20 times; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
- Overboarding policy: Directors limited to not more than four other public company boards; all current directors comply .
- Committee practices: Audit Committee meets at least quarterly (often twice per quarter), meets regularly in executive session, and reviews/approves related-party transactions and ERM/cybersecurity oversight; Compensation Committee met seven times in 2024 and uses an independent consultant (Meridian) .
Fixed Compensation
| Component | Policy Detail | Amount (2024) |
|---|---|---|
| Board cash retainer (member) | $45,000 per year | $57,500 (includes committee retainers) |
| Audit Committee retainer | $7,500 (member); $20,000 (chair) | Included in fees (member) |
| Compensation Committee retainer | $5,000 (member); $20,000 (chair) | Included in fees (member) |
| Meeting fees (extra meetings) | Discretionary one-time cash retainer if meetings exceed thresholds; capped at $45,000/year | Not disclosed as paid for 2024 |
Director compensation actually paid/accrued for FY2024 (Sweetnam):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Stock Options ($) | Total ($) |
|---|---|---|---|---|
| James E. Sweetnam | $57,500 | $55,991 | $33,998 | $147,489 |
Performance Compensation
| Equity Component | Grant Structure | Vesting/Term | Policy Features |
|---|---|---|---|
| Annual RSUs/Restricted Shares | $56,000 grant value per director per year under 2023 Plan | Vests at earlier of one year or day prior to next annual meeting; service-based | Subject to Compensation Recoupment (clawback) policy |
| Annual Stock Options | $34,000 grant value per director per year | Vests on same schedule; max term ≤10 years | No option repricing without stockholder approval |
| Post-departure exercise | Departing directors (not for cause) have two years to exercise vested options, subject to plan terms; potential discretionary acceleration if ≥3 years of board service | 2-year exercise window | Board discretion on acceleration |
| Change-in-control treatment | Double-trigger vesting under the 2023 Plan | Upon qualifying termination post-CIC if awards assumed; immediate if not assumed | No “liberal” CIC definition |
Outstanding director equity at FY2024 year-end (Sweetnam):
| Name | Options Held (FY-End) | Restricted Shares Held (FY-End) |
|---|---|---|
| James E. Sweetnam | 13,249 | 1,898 |
Other Directorships & Interlocks
| Company | Relationship to ASPN | Interlock/Conflict Notes |
|---|---|---|
| Republic Airways Holdings, Inc. | Airline holding company; Sweetnam serves on audit & finance and nominating & governance committees | No Aspen-related transactions disclosed involving Sweetnam |
| SunCoke Energy, Inc. | Prior public company directorship; chaired compensation and nominating & governance | No Aspen-related transactions disclosed involving Sweetnam |
- Compensation Committee interlocks: No reciprocal interlocks disclosed; no member has been a Company employee, and no Aspen executive serves on an external board/Compensation Committee with reciprocal overlap .
Expertise & Qualifications
- Senior operating leadership in manufacturing/engineering (Dana CEO; Eaton Truck Group CEO) and deep automotive supply chain experience .
- International business development and engineering experience across the US and Brazil; Holset turbocharger subsidiary leadership .
- Governance experience as public company director and committee chair (SunCoke) and current director roles (Republic Airways) .
- Education: BS, United States Military Academy (West Point); MBA, Harvard Business School .
Equity Ownership
| Holder | Shares Beneficially Owned (Number) | Percentage of Outstanding | Breakdown |
|---|---|---|---|
| James E. Sweetnam | 28,830 | * (<1%) | 15,581 shares (incl. unvested restricted) + 13,249 options exercisable within 60 days |
- Stock ownership guidelines: Non-employee directors must hold at least 4× the annual cash retainer; as of Dec 31, 2024, all non-employee directors either met or were expected to meet requirements within the five-year transition period .
- Hedging/pledging: Prohibited for directors under the insider trading policy .
Governance Assessment
- Committee impact: Sweetnam sits on both Audit and Compensation Committees—key oversight levers for financial reporting, related-party approvals, risk/cyber (Audit), and pay design/recoupment (Compensation); he remains on both post-refresh, ensuring continuity .
- Independence & attendance: Independent under NYSE rules; no director fell below 75% attendance and all attended the 2024 annual meeting—supports engagement and board effectiveness .
- Compensation alignment: 2024 fees ($57,500) match policy math (Board $45k + Audit $7.5k + Compensation $5k), and equity awards follow a simple, time-based structure with clawback, double-trigger CIC, and no repricing—investor-friendly guardrails .
- Ownership alignment: Beneficial ownership of 28,830 shares with restricted stock and options aligns with director guidelines (4× retainer required) and prohibitions on hedging/pledging; the company reports all directors are on track to comply .
- Shareholder support signal: 2024 election results showed strong support—60,692,464 votes FOR, 3,035,622 WITHHELD (broker non-votes 6,451,923) .
- Conflicts/related-party exposure: Audit Committee pre-approves related-party transactions; disclosure highlights a settlement with an affiliate of Koch (a major shareholder) unrelated to Sweetnam. No related-party transactions or pledging involving Sweetnam are disclosed—low direct conflict risk .
- RED FLAGS: None disclosed specific to Sweetnam—no attendance shortfall, no hedging/pledging, no option repricing, no related-party transactions tied to him, and Compensation Committee interlocks explicitly negated .