Virginia Johnson
ASPEN AEROGELSAbout Virginia Johnson
Virginia H. Johnson (age 47) serves as Chief Legal Officer, General Counsel and Corporate Secretary of Aspen Aerogels; she joined in May 2022 after >20 years in legal leadership across energy and financial services, with a JD from Cardozo School of Law and BA from Boston University . In 2024, Aspen delivered record revenue of $452.7M (+90% YoY), 40% gross margin, $89.9M Adjusted EBITDA, and $13.4M net income, underpinning above-target incentive payouts and a shift to TSR-linked PSUs for 2025 . Executive pay design emphasizes revenue and Adjusted EBITDA (25%/75% weighting) for annual bonuses, with 2025 LTI now 50% PSUs tied to relative TSR vs. Russell 2000 to strengthen alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aspen Aerogels | Chief Legal Officer, General Counsel & Corporate Secretary | May 2022–present | Oversees enterprise legal, governance, and corporate secretary functions . |
| Schneider Electric North America | General Counsel | Not disclosed | Led legal for a major energy management and automation business . |
| Global Atlantic Financial Group | SVP, Associate General Counsel & Secretary | Not disclosed | Senior in-house legal and governance leadership in financial services . |
| Prince Lobel Tye LLP | Partner, Litigation | Not disclosed | Private practice leadership in litigation . |
| Weil, Gotshal & Manges LLP | Associate, Securities/Corporate Governance | Not disclosed | Securities and corporate governance practice (NY and Boston) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external directorships or public board roles disclosed for Ms. Johnson . |
Fixed Compensation
- Base salary held flat at $450,000 for 2023 and 2024; initial employment agreement set base at $450,000 in 2022 .
- Target annual bonus increased from 55% of salary (2022–2023) to 60% in 2024; 2024 actual bonus paid was $607,500 (225% of target) reflecting company and individual performance .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $450,000 | $450,000 |
| Target Bonus (% of salary) | 55% (not less than) | 55% | 60% |
| Actual Cash Bonus ($) | — | — | $607,500 |
Performance Compensation
Annual Bonus – 2024 Corporate Bonus Plan
- Weighting: Revenue 25%; Adjusted EBITDA 75%. Company funding capped at 225% (reduced to 200% starting 2025). Individual performance modifier 0–125%; overall capped at 225% .
- Results: Weighted payout 214.3%; Johnson’s final payout at 225% of target reflecting individual performance .
| 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 payout | — | — | — | — | — | 214.3% |
- 2024 bonus governance changes: employment-through-payment required; explicit clawback applicability; negative discretion authority; from 2025 cap reduced to 200% .
Long-Term Incentives
- 2024 design: 75% stock options / 25% RSUs under 2023 Equity Incentive Plan .
- 2025 design: 50% PSUs (3-year rTSR vs. Russell 2000; 0–200% payout), 25% options (3-year ratable vest; 10-year term), 25% RSUs (3-year ratable vest) to enhance pay-for-performance alignment .
| LTI Component | Key terms | Purpose |
|---|---|---|
| 2024 Options/RSUs | 75% options / 25% RSUs for NEOs | Emphasize at-risk, multi-year value creation . |
| 2025 PSUs | 3-year rTSR vs Russell 2000; 0–200% payout; cliff vest at 3 years | Link rewards to long-term relative TSR . |
| 2025 Options | FMV strike; vest ratably over 3 years; 10-year term | Focus on absolute price appreciation . |
| 2025 RSUs | Vest ratably over 3 years | Retention and support ownership guidelines . |
Individual Equity Awards – Virginia H. Johnson
| Grant/Action | Date | Type | Units/Terms | Vesting/Notes |
|---|---|---|---|---|
| Annual grant | 3/5/2024 | Stock options | 35,249 options @ $16.34; grant date fair value $393,743 | Company practice: annual options/RSUs; 2024 mix 75%/25% . |
| SEIG cancellation | 3/6/2024 | Special equity (unearned) | 53,590 unearned performance-based restricted shares cancelled | Cancellation recycled shares to 2023 Plan; committee determined hurdles remote . |
| Annual grant (target PSUs) | 3/5/2025 | PSUs | 52,614 target PSUs (50% of 2025 LTI) | rTSR vs Russell 2000 over 1/1/2025–12/31/2027; vest on 3rd anniversary (service required) . |
Equity Ownership & Alignment
- Beneficial ownership as of March 10, 2025: 93,780 shares, composed of 11,426 shares (including unvested restricted stock) and 82,354 options exercisable within 60 days; represents less than 1% of outstanding shares (82,104,843) .
- Stock ownership guidelines: 2× base salary for executive officers; compliance tested annually; all NEOs met or are on track within the 5-year window (guidelines increased in 2024) .
- Hedging/pledging prohibited; 10b5-1 plan guidelines apply to officers and directors .
- Management noted routine Section 16 filings to sell/withhold shares to cover taxes/exercise costs upon vesting/exercise (mechanical, not discretionary selling) .
| Ownership detail | Value |
|---|---|
| Total beneficial ownership (shares) | 93,780 |
| Of which: direct/RS (incl. unvested RS) | 11,426 |
| Of which: options exercisable ≤60 days | 82,354 |
| % of shares outstanding | <1% |
| Outstanding common shares (record date) | 82,104,843 |
| Hedging/pledging | Prohibited |
| Ownership guideline | 2× base salary (executive officers) |
| Guideline compliance status | Met or on-track as of 12/31/2024 |
Employment Terms
- Agreement term: Ms. Johnson’s executive agreement effective March 25, 2022, with term expiring December 31, 2025; includes customary confidentiality, non-compete, non-solicit, and other protections .
- Annual base salary set at $450,000 on hire; target bonus not less than 55% initially (increased to 60% in 2024 via plan design) .
- Clawback policy updated June 1, 2023 to comply with SEC/NYSE restatement recovery and additional discretionary recoupment for misconduct .
Severance economics
| Scenario | Cash severance | Bonus treatment | Benefits/outplacement | Equity acceleration | Notes |
|---|---|---|---|---|---|
| Qualifying Termination (no CoC) | 1× base salary + 1× target bonus | Pro-rata current-year bonus; prior-year unpaid bonus paid | COBRA up to 12 months; 6 months outplacement | 12 months acceleration; options exercisable 1 year | “Good reason” and “cause” defined; cause includes an additional clause for Ms. Johnson: conduct substantially prejudicial to the business . |
| Double-trigger within 24 months after CoC | 2× base salary + 2× target bonus | Pro-rata current-year bonus; prior-year unpaid bonus paid | COBRA up to 24 months; 6 months outplacement | Full vesting/ exercisability; options exercisable ≥1 year (subject to plan terms) | Double-trigger only; no single-trigger acceleration . |
- Estimated payouts if event occurred 12/31/2024:
- No CoC: Cash $1,327,500; equity acceleration $249,216; benefits/outplacement $20,000; total $1,596,716 .
- CoC double-trigger: Cash $2,047,500; equity acceleration $963,097; benefits/outplacement $20,000; total $3,030,597 .
Performance & Track Record
- Company execution in 2024: Revenue $452.7M (+90% YoY), gross margin 40%, Adjusted EBITDA $89.9M (from -$22.9M in 2023), net income $13.4M; PyroThin thermal barrier revenue $306.8M (+179% YoY); Energy Industrial revenue $145.9M (+13% YoY) with margins exceeding 35% .
- Strategic milestones: diversified EV OEM wins (incl. Mercedes-Benz via ACC; Volvo Truck award), debt refinancing and note redemption, year-end $220.9M cash .
- Shareholder engagement and Say-on-Pay outcomes: 72% approval in 2024 (78% in 2023; 93% in 2022); program changes implemented for 2025: introduce PSUs (50% of LTI), reduce max bonus cap to 200%, enhance disclosure, and raise ownership guidelines .
Compensation Structure Analysis
- Strong pay-for-performance linkage: 2024 overachievement on revenue and Adjusted EBITDA drove a 214.3% funding and a 225% payout for Ms. Johnson (individual modifier applied) .
- Shift toward performance equity: 2025 LTI mix adds 50% PSUs tied to 3-year rTSR vs. Russell 2000; options and RSUs each 25% with 3-year vesting, aligning long-term incentives with market-relative outcomes .
- Governance enhancements: higher ownership guidelines; robust clawback; no tax gross-ups; no single-trigger CoC; hedging/pledging prohibited .
Vesting Schedules and Selling Pressure
- 2024 option grant: 35,249 options at $16.34 (company’s program uses multi-year vesting; options generally vest over three years; 10-year term) .
- 2025 PSU grant: 52,614 target units; performance period 1/1/2025–12/31/2027; cliff vest at third anniversary (service required); 0–200% payout range .
- Liquidity events: Company noted Section 16 tax-withholding/exercise-related sales upon vesting/exercise; mitigates discretionary selling pressure but creates periodic Form 4 activity .
- Change-in-control: Double-trigger full acceleration would concentrate vesting into a single date, potentially increasing short-term selling pressure, subject to 10b5-1 and insider trading policies .
Related-Party, Hedging/Pledging, and Other Risk Flags
- Hedging/pledging prohibited by policy; ownership guidelines in place; compensation subject to clawback (restatement and misconduct) .
- No related-party transactions or legal proceedings disclosed for Ms. Johnson; company disclosure notes a prior bankruptcy event related to another executive (not Ms. Johnson) .
Compensation Peer Group and Benchmarking
- Peer group methodology updated Aug 13, 2024 to emphasize higher-technology, higher-growth, profitable manufacturing/energy companies; examples include Enphase, Wolfspeed, Hexcel, Bloom, Array, Shoals, Vicor .
- Meridian serves as independent compensation consultant; Say-on-Pay feedback informed 2025 PSU adoption and bonus cap tightening .
Equity Ownership & Alignment (Summary)
- Skin-in-the-game: Beneficial ownership 93,780 shares (<1%); mix includes options; guidelines require 2× salary, with compliance on track; hedging/pledging prohibited .
- Legacy special awards: Unearned SEIG shares (53,590) cancelled in 2024, reducing overhang and refocusing on current plan design .
Investment Implications
- Alignment improving: 2025 shift to 50% TSR-linked PSUs, raised ownership guidelines, and tighter bonus caps strengthen pay-performance linkage and reduce payout volatility risk .
- Retention economics: Double-trigger CoC severance of 2× salary+bonus, full equity acceleration, and extended COBRA provide strong retention but represent meaningful potential change-in-control costs; no single-trigger mitigates investor concerns .
- Selling overhang manageable: Periodic tax-withholding/exercise-related sales expected; hedging/pledging bans and 10b5-1 governance reduce adverse signaling; SEIG cancellation reduced equity overhang .
- Execution tailwinds/risks: 2024 outperformance drove maximum bonuses; 2025 visibility more uncertain with program design pivoting to rTSR; continued EV award wins and Energy Industrial margins underpin medium-term value creation .