Steven Mitchell
ASPEN AEROGELSAbout Steven R. Mitchell
Independent director of Aspen Aerogels since August 2009; Class III director with term expiring at the 2026 annual meeting. Age 55 as of the record date for the 2025 annual meeting. CEO of Argonaut Private Capital L.P. (since July 2016); previously Managing Director at Argonaut Private Equity, LLC (since November 2004). Earlier career includes corporate attorney at Gibson, Dunn & Crutcher LLP (1996–1999) and principal roles at Radical Incubation and 2929 Entertainment. Education: BBA in Marketing (Baylor University) and JD (University of San Diego School of Law). The Board cites his experience building and investing in manufacturing/technology companies and legal transaction expertise as core qualifications. The Board has determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aspen Aerogels, Inc. | Independent Director (Class III) | Since Aug 2009; term ends 2026 annual meeting | Board cites experience with manufacturing/tech growth and governance; independent under NYSE rules |
| Argonaut Private Capital L.P. | Chief Executive Officer | Jul 2016–present | Private equity leadership |
| Argonaut Private Equity, LLC | Managing Director | Nov 2004–Jul 2016 | Private equity investing and oversight |
| Gibson, Dunn & Crutcher LLP | Corporate Attorney | 1996–1999 | Corporate transactions background |
| Radical Incubation; 2929 Entertainment | Principal | Not disclosed | Principal roles; media and investing exposure |
External Roles
| Organization | Role | Notes |
|---|---|---|
| StepStone Group Inc. | Director | Listed among boards of “several public and privately owned companies” |
| Alkami Technology, Inc. | Director | Listed among boards of “several public and privately owned companies” |
| Other private companies (representative) | Director | Includes S&R Compression, DMB Pacific, Downing Wellhead Equipment, The Fred Jones Companies, JAC Holding Enterprises, QRC Valve Distributors, SEF Energy, Mammoth Carbon Products, MT Group Holdings, American Cementing, McNellies Group, Mark Young Construction, APE-III (JAC), Cypress Environmental Partners, Petroplex Acidizing, APE V Center Rock, Chemoil Energy Services, LEI Intermediate, FabTech-IGM Holdings, Pryer Aerospace |
| Overboarding policy (ASPN) | Policy context | Directors limited to ≤4 other public boards; all current directors comply (no director-specific exception noted) |
Board Governance
- Committee assignments (2024): Member, Compensation & Leadership Development Committee; committee met seven times in 2024; all members are independent under NYSE rules. Effective as of the 2025 annual meeting, the committee will be chaired by William P. Noglows with Mitchell continuing as a member.
- Audit and Nominating committees: Not listed as a member; Audit (9 meetings in 2024) and Nominating, Governance & Sustainability (4 meetings in 2024) membership disclosed without Mitchell.
- Independence and attendance: Board determined all directors other than the CEO are independent; nine Board meetings and 20 committee meetings in 2024; no director attended fewer than 75% of Board and assigned committee meetings; all then‑serving directors attended the 2024 annual meeting.
- Board class and size: Class III director; Board to be reduced from eight to six members following the 2025 annual meeting upon retirements of two directors.
- Self-evaluation and engagement: Annual Board and committee self‑evaluation overseen by the Nominating Committee; in 2025, an external facilitator conducted director interviews and presented feedback to the Board. Management engaged with investors owning ~50% of outstanding shares during 2024 to solicit feedback on compensation and strategy.
Fixed Compensation
| Item | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer (member) | $45,000 | Policy as amended May 2024 |
| Annual Board retainer (chair) | $90,000 | In lieu of member retainer |
| 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 load adjustment | One‑time additional retainer possible if meetings exceed thresholds (caps ≤$45,000 per calendar year) | Discretionary; paid quarterly; reimburse reasonable expenses |
| Director compensation cap | ≤$500,000 total cash + equity per fiscal year | Per 2023 Equity Plan and director policy |
| Steven R. Mitchell – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $50,000 |
| Stock Awards (fair value) | $55,991 |
| Stock Options (fair value) | $33,997 |
| Total | $139,988 |
Performance Compensation
| Award Type | Annual Value Target | Vesting/Term | Change-in-Control | Clawback |
|---|---|---|---|---|
| Restricted Shares/RSUs | $56,000 per director (part of $90,000 annual equity) | Vest on earlier of 1 year from grant or day before next annual meeting; service‑based | ||
| Stock Options | $34,000 per director (part of $90,000 annual equity); 10-year max term | Vest on earlier of 1 year from grant or day before next annual meeting; 2‑year post‑separation exercise window (if not removed for cause) at Board discretion; potential vesting acceleration discretion with ≥3 years service | ||
| Plan mechanics | Director total cash+equity ≤$500,000 per year | Double‑trigger vesting on CIC under 2023 Plan; no option/SAR repricing without stockholder approval | ||
| Recovery | Awards under 2023 Plan subject to Compensation Recoupment Policy | Policy amended June 1, 2023 to comply with SEC/NYSE and expand discretionary recovery for misconduct |
Note: Non‑employee director equity awards are service‑based; no performance metrics disclosed for director grants.
Other Directorships & Interlocks
- Listed boards include StepStone Group Inc. and Alkami Technology, Inc.; additional numerous private company directorships across energy, industrial and manufacturing entities. No Aspen‑disclosed interlocks with competitors, suppliers, or customers beyond these listings.
- Overboarding policy limits other public company boards to four; disclosure states all directors comply.
Expertise & Qualifications
- Private equity leadership (Argonaut) and extensive portfolio board experience; Board cites “substantial experience regarding how boards can and should effectively oversee and manage companies.”
- Corporate transactions and legal training (JD; former Gibson Dunn corporate attorney).
- Industry exposure to manufacturing, technology, and product companies.
Equity Ownership
| Measure | Value | Details |
|---|---|---|
| Total beneficial ownership | 229,123 shares (<1%) | Based on 82,104,843 shares outstanding at record date; “<1%” indicated by asterisk |
| Direct/indirect shares | 136,158 shares | Includes unvested restricted stock |
| Options exercisable (within 60 days) | 92,965 | Footnote breakdown |
| FY2024 outstanding awards at year‑end | Options: 92,965; Restricted shares: 1,898 | As of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors | Insider Trading Policy prohibits hedging; pledging prohibited for certain persons including directors |
| Ownership guidelines | ≥4x annual cash retainer for directors; 5‑year compliance window | As of Dec 31, 2024, all non‑employee directors either met or expected to achieve compliance within the transition period |
Governance Assessment
-
Positive signals
- Independence, tenure and attendance: Independent under NYSE; no director fell below 75% attendance; attended the 2024 annual meeting.
- Strong committee governance: Active member of an all‑independent Compensation Committee (7 meetings in 2024); use of independent consultant (Meridian) with no conflicts found.
- Shareholder‑aligned structures: Significant equity in director pay; robust stock ownership guidelines (4x retainer); clawback applies to awards; no option repricing without shareholder approval; CIC is double‑trigger.
- Risk controls: Hedging/pledging prohibited; Board conducts annual self‑evaluation with 2025 move to external facilitation; active investor engagement reported.
-
Conflicts and related‑party exposure
- Filing discloses no related‑party transactions involving Mr. Mitchell; Audit Committee pre‑approves related‑party transactions and sets abstention rules for interested committee members.
- Mr. Mitchell’s role as a private equity CEO entails broad outside board service; Aspen’s policy limits other public boards to four, and the filing states all directors comply (mitigating public overboarding risk).
-
Watch items
- Breadth of private company directorships suggests high time commitments; however, Aspen’s governance guidelines require assessment of directors’ time availability annually, and current overboarding policy compliance is affirmed.
Director Compensation (Contextual detail)
| Component | Practice/Amount | Notes |
|---|---|---|
| Equity mix for directors | Annual equity grant of $90,000 split: $56,000 restricted shares/RSUs; $34,000 options | Granted post‑annual meeting or by first day of Q3 if delayed; share counts based on closing price/fair value under ASC 718 |
| Vesting and post‑service exercise | Time‑based vesting (earlier of 1 year or day before next annual meeting); 10‑year option term; 2‑year post‑departure exercise (discretion), with potential acceleration if ≥3 years of Board service | Removal for cause excluded; subject to 2023 Plan limits |
| Expense reimbursement | Reasonable expenses reimbursed; potential additional one‑time retainers if meeting volume exceeds thresholds | Caps and discretion detailed in policy |
Compensation Committee Analysis (Oversight environment)
- Members during 2024: Mark L. Noetzel (Chair), Steven R. Mitchell, William P. Noglows, James E. Sweetnam; all independent; committee recommended inclusion of CD&A and concluded comp practices do not create material risk.
- Consultant: Meridian Compensation Partners engaged since 2014; Committee assessed independence and found no conflict.
Related-Party Transactions (FY2024–FY2025 proxy window)
- Koch affiliate engagement concluded in 2023; $1.2 million settlement paid April 2024; no transactions disclosed involving Mr. Mitchell.
Board Attendance & Meetings (FY2024)
- Board: 9 meetings; Committees combined: 20 meetings; no director below 75% attendance; all then‑serving directors attended the 2024 annual meeting.
Appendix: Committee Snapshot (FY2024)
| Committee | Membership status for Steven R. Mitchell | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation & Leadership Development | Member | 7 | Will remain member post‑annual meeting; new chair will be William P. Noglows |
| Audit | Not a member | 9 | Audit composition excludes Mitchell; meets regularly in executive session |
| Nominating, Governance & Sustainability | Not a member | 4 | Committee composition excludes Mitchell |