Ricardo Rodriguez
ASPEN AEROGELSAbout Ricardo Rodriguez
Ricardo C. Rodriguez, 40, has served as Aspen Aerogels’ Chief Financial Officer and Treasurer since April 2022 (joined as Chief Strategy Officer in November 2021). He holds a BS in Mechanical Engineering from General Motors Institute/Kettering University and an MBA from Harvard Business School; prior roles include Corporate Strategy Director at Aptiv and finance/operating roles at ClearMotion, GM OnStar, Amazon and Fiat Chrysler, plus investment banking at Lazard . During his finance tenure, Aspen delivered record 2024 revenue of $452.7 million (+90% YoY), 40% gross margin, $89.9 million of Adjusted EBITDA and $13.4 million of net income, while securing term loan/ABL financing and strengthening liquidity . Aspen announced Rodriguez will step down as CFO at the end of Q3 2025; a planned internal successor aims to ensure continuity during the transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aspen Aerogels | Chief Financial Officer & Treasurer | Apr 2022 – present | Led capital formation, balance sheet optimization, working capital and cost controls; guided outlook and debt reduction/paydown plans . |
| Aspen Aerogels | Chief Strategy Officer | Nov 2021 – Apr 2022 | Drove strategic planning in EV thermal barriers and operational scaling . |
| Aptiv (NYSE: APTV) | Corporate Strategy Director | Feb 2019 – Nov 2021 | Established Vehicle Electrification Systems group; value-creation initiatives in electrification . |
| ClearMotion; GM OnStar; Amazon; Fiat Chrysler (now Stellantis) | Finance, planning, leadership roles | Apr 2010 – Feb 2019 | Cross-functional finance/ops experience across auto tech and large-scale operations . |
| Lazard | Investment Banking (M&A/Restructuring – Automotive) | Prior to 2010 | Transactional and capital markets expertise . |
External Roles
No public company directorships or committee roles disclosed for Rodriguez .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 350,000 | 386,539 | 400,000 |
| Target Annual Bonus (% Base) | 55% (company-wide before 2024 change) | 55% (company-wide before 2024 change) | 60% (CFO) |
| Actual Annual Cash Bonus ($) | 249,246 | 517,000 | 540,000 |
| Other Cash/All Other Comp ($) | 9,150 | 25,285 | 10,350 |
Notes: In 2024, Aspen’s Corporate Bonus Plan allocated 25% weight to Revenue and 75% to Adjusted EBITDA; plan funding was 214.3% vs target, subject to individual modifiers (overall capped at 225%) . CFO’s target bonus increased from 55% to 60% of salary in 2024 based on market data .
Performance Compensation
Short-Term Incentive Plan (2024)
| Metric | Weight | Threshold ($000) | Target ($000) | Max ($000) | Actual ($000) | Payout % |
|---|---|---|---|---|---|---|
| Revenue | 25% | 360,000 | 400,000 | 480,000 | 452,699 | 182% |
| Adjusted EBITDA | 75% | — | 34,000 | 78,000 | 97,596 | 225% |
| Weighted Funding | — | — | — | — | — | 214.3% (capped overall at 225%) |
Resulting 2024 payout for CFO: 225% of target bonus ($540,000), reflecting company funding and individual modifier (overall cap at 225%) .
Long-Term Incentive (Structure and Grants)
- 2024 Annual LTI mix: 75% stock options; 25% RSUs. Grants on Mar 5, 2024 vest in three equal annual tranches on Mar 5, 2025/2026/2027; options have 10-year term, strike at closing price on grant date .
- CFO 2024 LTI detail:
- Stock options: 35,249 options @ $16.34; grant-date fair value $393,743; vesting 1/3 annually 2025–2027; 10-year term .
- RSUs: 8,032 units; grant-date fair value $131,243; vesting 1/3 annually 2025–2027 .
- 2025 LTI design change: Introduced PSUs (50% of LTI) with 3-year relative TSR vs Russell 2000 (0–200% payout); remaining 25% options, 25% RSUs (time-based, 3-year ratable) .
Compensation structure changes: Cancellation (Mar 2024) of previously unearned Special Equity Incentive Grant (SEIG) performance shares due to low likelihood of attainment—53,590 shares canceled for Rodriguez; shares returned to 2023 Plan pool .
Governance and policies:
- Clawback: Amended and restated June 1, 2023 to comply with SEC/NYSE and allow discretionary recovery for misconduct .
- No hedging/pledging; robust insider trading and 10b5-1 plan guidelines .
- No option repricing without shareholder approval; no tax gross-ups; no “single-trigger” CoC .
Pay-for-Performance and Say-on-Pay Context
- Executive comp program emphasizes at-risk pay: 65%+ for NEOs (avg) and 79% for CEO in 2024; performance largely formulaic .
- Say-on-Pay approval: 72% (2024), 78% (2023), 93% (2022). 2025 LTI changes (PSUs) reflect investor feedback .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 71,185 shares (<1%); includes 6,591 shares (incl. unvested restricted stock) and 64,594 options exercisable within 60 days of the Record Date . |
| Ownership Guidelines | Executives: 2× base salary; 5-year compliance window; counts full-value awards (RSUs/restricted) but excludes options and unvested performance awards. As of Dec 31, 2024, all NEOs met or were on track . |
| Hedging/Pledging | Prohibited for officers/directors (policy explicitly disallows hedging and pledging) . |
| Upcoming Vesting (potential selling pressure windows) | 2024 annual grants vest on Mar 5, 2025/2026/2027 (RSUs and options 1/3 per year); option term to Mar 5, 2034; creates predictable vest windows that can coincide with Form 4 sales if liquidity diversification occurs . |
| SEIG Awards | Unearned SEIG awards canceled Mar 2024 (53,590 shares for CFO), reducing potential future performance-vesting supply . |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Amended and restated executive agreement effective Jan 1, 2023; one-year term with automatic one-year renewals unless 60-day notice . |
| Severance (Qualifying Termination, no CoC) | Cash: 1× base salary + target bonus; pro-rata current year bonus; prior-year unpaid bonus; 12 months COBRA-equivalent; 6 months outplacement; 12 months vesting acceleration; options exercisable 1 year post-termination (not beyond original expiry) . |
| Severance (Within 24 months post-CoC, double-trigger) | Cash: 2× (base + target bonus); pro-rata current year bonus; prior-year unpaid bonus; 24 months COBRA-equivalent; 6 months outplacement; full vesting acceleration; options exercisable 1 year (subject to equity plan treatment) . |
| Estimated Benefits (as of 12/31/2024) | Without CoC: Cash $1,180,000; Equity acceleration $241,862; Benefits/Outplacement $20,000; Total $1,441,862 . With CoC: Cash $1,820,000; Equity acceleration $955,743; Benefits/Outplacement $20,000; Total $2,795,743 . |
| Restrictive Covenants | Confidentiality, non-compete, non-solicit, non-recruitment, trade secret/IP ownership, cooperation provisions (customary) . |
Investment Implications
- Pay-for-performance alignment improved: Clear STI metrics (Revenue, Adjusted EBITDA) with high outperformance in 2024; LTI pivot to PSUs tied to relative TSR should strengthen alignment and provide a market-based hurdle; clawback, no hedging/pledging, and higher ownership guidelines reduce governance risk .
- Near-term selling pressure windows: 3/5/2025–2027 vesting cadence plus options outstanding (64,594 currently exercisable; new options vesting) could create periodic insider liquidity events, though policy restrictions and 10b5-1 plans mitigate timing risk .
- Retention/transition risk: CFO transition effective end Q3 2025 introduces near-term execution risk in capital allocation and investor communications; company has named an internal successor to maintain continuity .
- Change-in-control economics: Double-trigger severance at 2× cash plus full equity acceleration is standard; overall severance magnitude ($2.80 million estimate incl. equity/benefits) is moderate vs small-mid cap norms and unlikely to be a shareholder overhang .
- Execution track record: Under Rodriguez, Aspen delivered material revenue growth, margin expansion and positive net income in 2024 and outlined balance sheet actions (term loan/ABL, debt paydown, asset monetization) to preserve liquidity—positive signals for financial discipline; risk remains given customer concentration (GM) and EV-cycle volatility .
Appendix: Additional Compensation Tables
Summary Compensation (CFO)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 350,000 | 386,539 | 400,000 |
| Stock Awards (RSUs/other) | 683,696 (incl. 53,590 SEIG; canceled 2024) | 112,494 | 131,243 |
| Option Awards | 337,481 | 710,712 | 393,743 |
| Non-Equity Incentive (Cash Bonus) | 249,246 | 517,000 | 540,000 |
| All Other Comp | 9,150 | 25,285 | 10,350 |
| Total | 1,629,573 | 1,752,030 | 1,475,336 |
2024 Plan-Based Awards (Grant Detail)
| Grant | Date | Amount | Price/Terms | Vesting |
|---|---|---|---|---|
| Options | 3/5/2024 | 35,249 | $16.34 strike; 10-yr term | 1/3 on 3/5/2025, 3/5/2026, 3/5/2027 |
| RSUs | 3/5/2024 | 8,032 | Time-based full-value awards | 1/3 on 3/5/2025, 3/5/2026, 3/5/2027 |
Beneficial Ownership (CFO)
| Holder | Shares Owned | Options Exercisable (60 days) | Total Beneficial |
|---|---|---|---|
| Ricardo C. Rodriguez | 6,591 (incl. unvested restricted) | 64,594 | 71,185 (<1%) |
Company Performance Highlights (FY 2024)
| Metric | Result |
|---|---|
| Revenue | $452.7 million |
| Gross Margin | 40% |
| Adjusted EBITDA | $89.9 million |
| Net Income | $13.4 million |
Say-on-Pay History
| Year | Approval |
|---|---|
| 2022 | 93% |
| 2023 | 78% |
| 2024 | 72% |