Stephanie Pittman
ASPEN AEROGELSAbout Stephanie Pittman
Stephanie Pittman, age 53, served as Aspen Aerogels’ Chief Human Resources Officer from September 5, 2023 until her separation effective October 1, 2025; she holds a BA from Syracuse University, a JD from Suffolk Law School, and an MBA from Suffolk Sawyer School of Business . During 2024, Aspen delivered record revenue of $452.7M (+90% YoY), gross margin of 40%, net income of $13.4M, and Adjusted EBITDA of $89.9M, with PyroThin thermal barrier revenue up 179% YoY to $306.8M, contextualizing the bonus metrics that funded NEO payouts at 214.3% of target . Pittman’s executive agreement carried a one-year term with automatic renewals and customary confidentiality, non-compete, and non-solicit provisions; her later separation agreement waived non-compete and set severance terms tied to salary and bonus target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Excelitas Technologies Corporation | Executive Vice President & Chief Human Resources Officer | Not disclosed | Led HR at industrial photonics manufacturer |
| Boston Scientific Corporation | Senior HR executive; led EMEA HR and global operations; oversaw global talent, HR strategy/planning, HR operations | 12 years | Leadership across global HR functions and operations |
| Covidien (now Medtronic) | Business transformation consultant | Not disclosed | Transformation programs in global healthcare products |
| The New York Times Companies | Director roles in HR, program management, business transformation | Not disclosed | Program and transformation leadership in media |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 400,000 | 60% of base salary | 540,000 | NEO target bonus for 2024 increased from 55% to 60% for non-CEO NEOs |
Performance Compensation
| Metric | Weight | Threshold ($) | Target ($000s) | Max ($000s) | Actual ($000s) | Payout (%) |
|---|---|---|---|---|---|---|
| Revenue | 25% | 360,000 | 400,000 | 480,000 | 452,699 | 182% |
| Adjusted EBITDA | 75% | — | 34,000 | 78,000 | 97,596 | 225% |
| Company Funding (weighted) | — | — | — | — | — | 214.3% |
| Grant Date | Instrument | Number of Units | Exercise/Grant Price ($) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 3/5/2024 | Stock Options | 35,249 | 16.34 | 393,743 | Multi-year vesting per program policy |
| 3/5/2024 | RSUs | 8,032 | — | 131,243 | Multi-year vesting per program policy |
- 2024 long-term incentive mix for NEOs: 75% stock options, 25% RSUs .
- 2025 design change: PSUs introduced (50% PSUs on 3-year relative TSR vs Russell 2000, 25% options, 25% RSUs) with overall max bonus payout reduced to 200% starting 2025 .
Equity Ownership & Alignment
| Record Date | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| March 10, 2025 | 5,392 (incl. unvested restricted stock) | 36,001 | 41,393 | <1% of 82,104,843 shares outstanding |
- Stock ownership guidelines: executives at 2× base salary; compliance tested annually; as of 12/31/2024, all NEOs either met or were expected to meet within the transition period .
- Hedging and pledging of company stock prohibited; robust clawback policy compliant with SEC/NYSE rules (amended June 1, 2023) .
- 2024 equity grant timing and governance: formal Equity Grant Policy adopted May 30, 2024 to avoid granting near material nonpublic disclosures; options granted March 5, 2024 at FMV, with disclosure of grant practices .
Employment Terms
| Agreement | Effective Date | Term | Auto-Renewal | Key Covenants |
|---|---|---|---|---|
| Executive Employment Agreement (NEOs incl. Pittman) | 9/5/2023 | One year | Successive automatic one-year renewals unless 60-day non-renewal notice | Confidentiality, non-disclosure, non-competition, non-solicitation, non-recruitment, IP ownership, cooperation provisions |
Potential Payments upon Termination (Proxy)
| Scenario | Cash Severance ($) | Accelerated Options/RSUs ($) | Benefits & Outplacement ($) | Total ($) |
|---|---|---|---|---|
| Qualifying termination without cause (no change-of-control) | 1,180,000 | 233,770 | 37,683 | 1,451,453 |
| Termination without cause or for good reason within 12 months of change-of-control | 1,820,000 | 499,350 | 55,365 | 2,374,715 |
- Cash severance values reflect multiples of base salary plus bonus target, plus earned 2024 bonus if termination precedes payment date; accelerated equity values based on 12/31/2024 closing price and option intrinsic value .
Separation Agreement (Filed with Q3 2025 Form 10-Q)
| Item | Detail |
|---|---|
| Separation Date | October 1, 2025 |
| Separation Pay | $640,000, equal to 100% of base salary plus bonus target; paid over 12 months (first installment within 60 days, then catch-up) |
| Additional Bonus | Eligible for 100% of 2025 bonus based on actual metric achievement, paid on the normal schedule if company meets targets |
| Health Benefits | Company contribution toward COBRA for 12 months or taxable cash in lieu if required; employee pays employee portion |
| Outplacement | 6 months, to be initiated within 12 months of separation |
| Equity Treatment | Immediate acceleration of RSUs and options that would have vested over 12 months post-separation; extended option exercise window to 1 year |
| Non-Compete | Waived by company in separation agreement |
| Non-Solicit & Non-Recruit | 12 months post-separation for customers and employees/contractors |
| Confidentiality & Non-Disparagement | Ongoing confidentiality; non-disparagement provisions, with carveouts for lawful disclosures |
| Neutral Reference | Through Equifax Work Number; verifies title and dates only |
| Legal Releases | Comprehensive release of claims; ADEA-compliant consideration and revocation periods |
Compensation Structure Analysis
- Increased at-risk pay linkage: 2024 NEO target bonuses moved to 60% of salary; payouts were formulaic on revenue and Adjusted EBITDA with capped maximums (225% in 2024, reduced to 200% in 2025) .
- Shift toward performance equity: 2025 LTI added PSUs with 3-year relative TSR vs Russell 2000, raising performance-conditioned equity to 50% of LTI mix, aligning incentives with shareholder returns; options and RSUs retained with multi-year vesting .
- Governance enhancements: adoption of formal Equity Grant Policy and increased ownership guideline multiples (CEO 5×, executives 2×, directors 4×) reflect tightening of compensation governance and alignment standards .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2022 | 93% |
| 2023 | 78% |
| 2024 | 72% |
- Investor feedback prompted the addition of PSUs, stricter bonus caps, and enhanced disclosure of performance achievement .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; robust clawback policy in place, reducing alignment risks and recoupment gaps .
- No option repricing allowed under 2023 Equity Incentive Plan; unearned special performance awards (SEIG) were cancelled in March 2024, returning shares to the plan rather than modifying terms .
- Separation in 2025 removes ongoing retention risk for Pittman; equity acceleration and 1-year option exercise window could create near-term selling overhang, though beneficial ownership was <1% of outstanding shares .
Investment Implications
- Pay-for-performance linkage for NEOs is strong and tightening (bonus caps reduced; PSUs added), suggesting compensation alignment with shareholder outcomes; however, Pittman’s departure and modest personal ownership (<1%) limit her direct influence on future compensation signals .
- Separation economics were standard (salary+target bonus severance; 12-month equity acceleration; COBRA support; non-solicit), with non-compete waived—minimizing legal friction but preserving customer/employee protection; minimal incremental governance risk from the agreement .
- 2024 company performance exceeded revenue and Adjusted EBITDA targets, driving maximum payouts under the Corporate Bonus Plan; the shift to 2025 PSUs tied to TSR reduces discretionary equity risk and should dampen bonus volatility going forward .