Kathleen Kool
ASPEN AEROGELSAbout Kathleen M. Kool
Independent Class II director since November 2022; age 53 as of the record date. She chairs Aspen Aerogels’ Audit Committee and serves on the Nominating, Governance & Sustainability Committee; the Board has designated her an “audit committee financial expert.” Prior roles include CEO of Tide Cleaners (P&G), CFO of North America Fabric Care at P&G, and CFO of the Global P&G Professional business; she holds a BA in Economics from Kalamazoo College (summa cum laude) and an MBA from Washington University in St. Louis. Kool is also Chair of the Board at Digimarc Corporation (serving on Audit and Compensation & Talent Management Committees) and President of Impact100 Genesee County; she serves as a board member and CFO of Sonje Ayiti (non-profit).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tide Cleaners (P&G subsidiary) | Chief Executive Officer | Until retirement in June 2022 | Grew footprint from 35 to 191 stores; ranked #76 in Entrepreneur’s Franchise 500 (2022; third consecutive year top-100) |
| Procter & Gamble | CFO, North America Fabric Care (>$8B retail sales) | Not disclosed (within 27-year tenure) | Financial leadership for largest NA business unit |
| Procter & Gamble | CFO, Global P&G Professional | Not disclosed | Led finance and operations |
| Procter & Gamble | Investor Relations team member | Not disclosed | Led communication for strategy renewal across two $10B productivity programs |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Digimarc Corporation | Chair of the Board; Director | Current | Audit Committee; Compensation & Talent Management Committee |
| Impact100 Genesee County | President | Since March 2023 | Non-profit leadership |
| Sonje Ayiti (non-profit) | Board Member; Chief Financial Officer | Current | Finance leadership |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except CEO are independent; Kool is independent |
| Board/Class Structure | Class II director; nominated for a term expiring at the 2028 annual meeting |
| Committees | Audit Committee Chair; member of Nominating, Governance & Sustainability Committee (post-annual meeting composition updated) |
| Audit Expertise | Board determined Kool is an “audit committee financial expert” (SEC Item 407) |
| Attendance | FY2024: Board met 9 times; committees met 20 times; no director attended fewer than 75% of meetings; all then-serving directors attended the 2024 annual meeting |
| Overboarding Policy | Cap of ≤4 other public company boards; all current directors comply |
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Annual Board Cash Retainer (Member) | $45,000 | |
| Annual Board Cash Retainer (Chair) | $90,000 | |
| Audit Committee Retainer | Chair: $20,000; Member: $7,500 | |
| Compensation Committee Retainer | Chair: $20,000; Member: $5,000 | |
| Nominating, Governance & Sustainability Retainer | Chair: $10,000; Member: $4,000 | |
| Meeting Overages Policy | Discretionary one-time additional retainer if meetings exceed thresholds; capped ≤$45,000 per calendar year | |
| 2024 Cash Fees – Kool | $66,847 (fees earned or paid in cash) | |
| Director Compensation Limit | Combined annual equity grant-date value + cash compensation capped at $500,000 |
Performance Compensation
| Equity Component | Grant Value (Policy) | Vesting & Terms | 2024 Values – Kool |
|---|---|---|---|
| RSUs/Restricted Shares | $56,000 (part of $90,000 annual equity) | Vest on the earlier of 1 year from grant or day prior to next annual meeting; service-based | $55,991 (stock awards; grant-date fair value) |
| Stock Options | $34,000 (part of $90,000 annual equity) | Max 10-year term; service-based vesting aligned to annual meeting cycle; 2-year post-departure exercise window for vested options (subject to plan) | $33,997 (stock options; grant-date fair value) |
| Performance Metrics | None for director equity grants (time-based only); awards subject to clawback policy | Equity awards subject to Compensation Recoupment Policy |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Digimarc Corporation | Chair; Committee member (Audit; Compensation & Talent) | No Aspen-Disclosed related-party transactions involving Kool; overboarding policy compliance noted |
Expertise & Qualifications
- Financial leadership (CFO roles at P&G) and investor relations; complex integrations and corporate governance experience .
- Audit Committee Financial Expert designation per SEC Item 407 .
- Executive leadership and operations (CEO of Tide Cleaners) with demonstrated growth execution .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 22,952 | Includes shares and options exercisable within 60 days |
| Ownership as % of Shares Outstanding | ~0.028% | 22,952 ÷ 82,104,843 shares outstanding |
| Shares held (including unvested restricted stock) | 13,583 | As disclosed for Kool |
| Options exercisable within 60 days | 9,369 | As disclosed for Kool |
| Restricted Stock held at FY-end | 1,898 | Aggregate outstanding RS for Kool at 12/31/2024 |
| Stock Ownership Guidelines | Directors: ≥4× annual cash retainer; 5-year compliance window; measured annually | All non-employee directors met or were expected to meet within the transition period |
| Hedging/Pledging | Prohibited for directors and officers | Insider trading policy |
Governance Assessment
- Strengths: Independence; Audit Committee chair with SEC-recognized financial expertise; high meeting attendance; robust director stock ownership guidelines and prohibition on hedging/pledging; equity awards subject to clawback. These factors support board effectiveness and investor alignment.
- Potential Risks: Multiple commitments (Digimarc chair plus Aspen audit chair) require time management; however, Aspen’s overboarding policy limits ≤4 boards and Kool remains in compliance. No Aspen-disclosed related-party transactions involving Kool.
- Shareholder Sentiment: 2024 Say-on-Pay passed with 42,702,743 For, 16,976,065 Against, 4,049,278 Abstain, 6,451,923 broker non-votes (quorum 92.2%); Aspen reports historical approval of ~72% (2024), ~78% (2023), ~93% (2022), showing variable but acceptable support.
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Stock Options ($) | Total ($) |
|---|---|---|---|---|
| Kathleen M. Kool | $66,847 | $55,991 | $33,997 | $156,835 |
| Equity Holdings at FY-end | Stock Options (Count) | Restricted Stock (Count) |
|---|---|---|
| Kathleen M. Kool | 9,369 | 1,898 |
Related Party Transactions & Conflicts
- Audit Committee must pre-approve related-party transactions; members with an interest abstain from voting.
- Aspen settled $1.2M payable to an affiliate of Koch Disruptive Technologies in March/April 2024 related to prior consulting for plant design; no director-specific involvement disclosed for Kool.
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting outcomes (May 30, 2024): Say-on-Pay approved 42,702,743 For; 16,976,065 Against; 4,049,278 Abstain; broker non-votes 6,451,923. Quorum: 70,180,009 of 76,082,328 (92.2%).
- Historical Say-on-Pay approvals: ~72% (2024), ~78% (2023), ~93% (2022).
Compensation Committee Analysis (Aspen)
- Current Aspen Compensation & Leadership Development Committee members (post-annual meeting): William P. Noglows (Chair), Steven R. Mitchell, James E. Sweetnam; Kool is not a member. Meridian Compensation Partners serves as the independent consultant; no conflicts identified.
RED FLAGS
- None disclosed for Kool regarding related-party transactions, hedging/pledging, or attendance; director compensation follows policy and falls well below the $500,000 cap.
Overall, Kool’s finance and IR pedigree, audit chairmanship, and independent status support investor confidence; monitoring workload across external commitments remains prudent within Aspen’s overboarding framework.