Keith Schilling
ASPEN AEROGELSAbout Keith Schilling
Keith L. Schilling is Senior Vice President, Technology at Aspen Aerogels (since January 2022), and previously served as Vice President, Sales (October 2021–January 2022). He leads the Research & Development function and continues to oversee sales for Energy Industrial, bringing nearly three decades of commercial and technology leadership across energy services. He holds a B.S. in Chemical Engineering from Texas A&M University and an MBA from Erasmus University (Netherlands); age 52 as of the proxy record date . Schilling was CEO and a director of Basic Energy Services, Inc.; in August 2021, Basic Energy Services and certain subsidiaries filed for Chapter 11, a relevant risk factor in his prior-track record context .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aspen Aerogels | VP, Sales | Oct 2021–Jan 2022 | Led commercial organization; positioned for growth in Energy Industrial |
| Basic Energy Services | Chief Executive Officer and Director | Dec 2019–Oct 2021 | Led upstream services provider through COVID-driven industry stress; company filed for Chapter 11 in Aug 2021 |
| Schlumberger; Tetra Technologies; Baker Hughes & GE Oil & Gas | Senior commercial and technology leadership roles (domestic and international) | 1995–2019 | Broad operating, technology, and commercial leadership across global energy services |
External Roles
- No public-company board service disclosed in the company’s proxy biography for Mr. Schilling .
Fixed Compensation
- Year-end base salary (for 2022): $400,000 .
- Target annual bonus (2022): 50% of base salary; actual paid for 2022: $283,852 .
Multi-year summary compensation (as reported when he was a Named Executive Officer):
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 392,789 | 683,709 | 337,499 | 283,852 | 54,435 | 1,752,284 |
| 2021 | 68,750 | 187,466 | 187,477 | — | 500 | 444,194 |
Performance Compensation
2022 annual cash bonus design for executives used Revenue and Adjusted EBITDA metrics (with threshold/target/above-target payout curves) plus an MBO component; the Compensation Committee revised goals mid-year to reflect material business changes. For 2022, Schilling’s target bonus was 50% of salary; he earned $283,852 based on achievement versus revised goals .
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Revenue | Not disclosed | Not disclosed | Not disclosed | Incorporated in payout | Threshold/target/upside structure; goals revised in 2022 |
| Adjusted EBITDA | Not disclosed | Not disclosed | Not disclosed | Incorporated in payout | Certain litigation/strategic costs excluded per plan design |
| MBO component | Not disclosed | Not disclosed | Not disclosed | Incorporated in payout | Committee discretion on add/deduct vs target |
Long-term equity incentive design for 2022 emphasized equity-at-risk (time-based options and RSUs) with standard three-year annual vesting; exercise price equals grant-date close per policy .
2022 equity grants (as reported):
| Grant Date | Award Type | Shares/Units (#) | Exercise Price ($/sh) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 02/23/2022 | Stock Options | 22,408 | 26.29 | Annual installments over 3 years | 337,499 |
| 02/23/2022 | RSUs | 4,279 | — | Annual installments over 3 years | 112,495 |
| 06/02/2022 | Performance-based Restricted Stock (one-time award) | 53,590 | — | Performance-based; 3-year program | 571,214 (aggregate grant date fair value) |
Equity Ownership & Alignment
Outstanding awards as of 12/31/2022 (when Schilling was a Named Executive Officer):
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration / Status |
|---|---|---|---|---|
| Stock Options | — | 22,408 | 26.29 | 2/23/2032 |
| Stock Options | 2,086 | 4,173 | 52.60 | 11/2/2031 |
| RSUs (time-based) | — | 4,279 (MV $50,449) | — | Unvested as of 12/31/2022 |
| RSUs (time-based) | — | 2,376 (MV $28,013) | — | Unvested as of 12/31/2022 |
| Performance-based shares (unearned) | — | 53,590 (MV $631,826) | — | Unearned as of 12/31/2022 |
Alignment and risk controls:
- Pledging/hedging: Prohibited for directors and named executive officers; insider trading policy requires pre-clearance and prescribes Rule 10b5‑1 plan guidelines .
- Stock ownership guidelines: For “other executive officers,” target ownership is 2× base salary (5× CEO; 4× non-employee directors); five-year compliance window; includes full-value time-based awards, excludes options and unvested performance awards .
- Clawback: Amended June 1, 2023 to comply with SEC/NYSE clawback rules and expand discretionary recovery for misconduct; all awards subject to policy .
Employment Terms
Potential payments upon termination or change of control (as of 12/31/2022; estimates per proxy methodology):
| Scenario | Cash Compensation ($) | Equity Acceleration ($) | Benefits/Perqs ($) |
|---|---|---|---|
| Termination without cause (no CoC) | 685,756 | 143,484 | 24,211 |
| Termination without cause or for good reason within 12 months after CoC | 1,078,545 | 391,852 | 28,422 |
Notes:
- Actual multiples/formulas were not disclosed for Schilling; proxy presents modeled dollar amounts under SEC rules .
- Company-wide guardrails: no option/SAR repricing without stockholder approval; equity awards and grants subject to formal Equity Grant Policy (adopted May 30, 2024) to avoid spring-loading/blackout conflicts .
Governance, Peer/Shareholder Context (Company-level signals)
- Say-on-Pay: 93% approval for FY2021 compensation (most recent disclosed historical vote); Committee considered investor feedback in subsequent design .
- Stockholder engagement: Management engaged directly with holders representing ~50% of shares outstanding in 2024 on compensation, strategy, targets, and capital structure .
- Compensation oversight: Independent Compensation & Leadership Development Committee administers executive pay; Board approves CEO pay and director awards .
Performance & Track Record
- Prior leadership context: As CEO/director of Basic Energy Services, Schilling navigated severe industry dislocation culminating in an August 2021 Chapter 11 filing—an execution risk consideration in cyclical downturns .
- Current role at Aspen: Leads R&D and Energy Industrial sales—key levers for innovation, commercialization, and margin scale in thermal barrier/aerogel platforms .
Investment Implications
- Pay-for-performance alignment: In 2022, Schilling’s mix skewed toward at-risk equity (options/RSUs/performance shares), with a 50% bonus target tied to revenue and Adjusted EBITDA plus MBOs—supportive of growth and profitability alignment .
- Vesting/selling pressure: Time-based awards vest over three years, and sizable 2022 awards (options 22,408; RSUs 4,279; plus unearned 53,590 performance shares) create periodic vesting that could add incremental selling pressure around vest dates; company policy prohibits hedging/pledging and encourages guideline ownership, moderating risk .
- Retention and change-in-control protection: Estimated severance economics (as of 12/31/2022) indicate meaningful cash plus partial/full equity acceleration in CoC scenarios, reducing flight risk through potential transitions while balancing shareholder alignment via performance equity .
- Governance safeguards: Robust clawback, no-repricing policy, formal equity grant timing policy, and ownership guidelines reduce misalignment or opportunism risk .
Overall, Schilling’s incentives emphasize commercialization and R&D execution with multi-year equity, while governance policies curb hedging/pledging and enhance recoupment. Watch vesting calendars and any newly disclosed performance-award outcomes for signals on realized pay versus performance and potential trading liquidity events .