William Noglows
ASPEN AEROGELSAbout William P. Noglows
Independent Chair of the Board at Aspen Aerogels (ASPN). Age 67; director since the IPO in June 2014, previously served 2011–2013; appointed Chair in February 2019. Former President & CEO and later Chair at CMC Materials; earlier executive roles at Cabot Corporation; BS in Chemical Engineering from Georgia Tech. The Board determined he is independent (all directors other than the CEO), and the company separates the Chair and CEO roles for stronger oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aspen Aerogels, Inc. | Chairperson of the Board | Chair since Feb 2019; Director since Jun 2014; prior director Jan 2011–Apr 2013 | Board leadership; independent oversight |
| CMC Materials, Inc. (f/k/a Cabot Microelectronics) | Chair of the Board; President & CEO | Chair Nov 2003–Jul 2022; CEO Nov 2003–Dec 2014; Director Dec 1999–Apr 2002 | Led a leading public company; technology development expertise |
| Cabot Corporation | Executive Vice President & General Manager; prior management roles | 1984–2003 | Specialty chemicals and performance materials operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Littelfuse, Inc. | Director | Current | Public company directorship |
| NuMat Technologies, Inc. | Director | Current | Technology company board service |
Board Governance
- Board independence: All directors other than the CEO are independent; Noglows is an independent director and serves as independent Chair .
- Committee assignments (2024 and forward):
- Compensation & Leadership Development Committee: Member in 2024; will become Chair effective at the 2025 annual meeting (committee will be Noglows (Chair), Mitchell, Sweetnam) .
- Nominating, Governance & Sustainability Committee: Member in 2024; will remain member post-2025 annual meeting (committee will be Robinson (Chair), Noglows, Kool) .
- Audit Committee: Not a member (Audit is Kool (Chair), Robinson, Sweetnam post-2025) .
- Attendance and engagement: 9 Board meetings and 20 committee meetings in FY2024; no director attended fewer than 75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Overboarding policy: Directors limited to ≤4 other public company boards; all current directors comply (Noglows holds two external boards plus ASPN) .
- Board refresh: Two directors retiring in 2025; Board size reduced from 8 to 6—ongoing refreshment and streamlined governance .
- Leadership structure: Separate Chair and CEO roles to enhance independent oversight and risk management .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Chair annual cash retainer | $90,000 | Paid in lieu of member retainer |
| Compensation Committee member fee | $5,000 | Annual member retainer |
| Nominating, Governance & Sustainability Committee member fee | $4,000 | Annual member retainer |
| Total fees earned (2024 actual) | $99,000 | Sum aligns with chair + committee membership |
Performance Compensation
| Equity Component | 2024 Fair Value | Vesting | Term/Other | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock/RSUs | $55,991 | Earlier of 1 year from grant or day before next annual meeting; service-based | Annual director grant policy targets $56,000 RSUs within $90,000 total LTI | None disclosed for directors (time-based only) |
| Stock Options | $33,997 | Earlier of 1 year from grant or day before next annual meeting; service-based | Max 10-year term; annual director grant policy targets $34,000 options within $90,000 total LTI | None disclosed for directors (time-based only) |
- Non-employee director compensation policy (amended May 2024): Annual aggregate equity value $90,000—$56,000 RSUs + $34,000 options; subject to $500,000 annual director compensation cap (cash + equity) .
- Change-in-control and clawback: Double-trigger vesting under the 2023 Plan; awards subject to clawback under the Compensation Recoupment Policy .
- Post-departure equity: If a director departs other than for cause, two-year post-departure option exercise window; Board discretion to accelerate vesting if ≥3 years of service .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Koch-affiliated entities (principal stockholder) | Related-party settlement: $1.2 million paid in Apr 2024 to Koch Project Solutions LLC for prior plant consulting (engagement concluded in 2023) | No disclosure of Noglows’ involvement; Audit Committee reviews and approves related-party transactions |
Expertise & Qualifications
- CEO and Chair experience at a leading public company (CMC Materials) with technology development credentials .
- Specialty chemicals and advanced materials operations background from Cabot Corporation; significant public company governance experience .
- Chemical engineering degree (BS) from Georgia Tech; technology and manufacturing oversight skill set aligned with ASPN’s aerogel platform and EV battery thermal barriers .
Equity Ownership
| Holder/Type | Shares/Units | % of Shares Outstanding | Details |
|---|---|---|---|
| Direct (including unvested restricted stock) | 78,617 | <1% | Personal holdings |
| Options exercisable within 60 days | 92,965 | <1% | Director options |
| Trust for Child #1 | 10,000 | <1% | Beneficially owned |
| Trust for Child #2 | 10,000 | <1% | Beneficially owned |
| Total beneficial ownership | 191,582 | <1% | Sum of above |
- Stock ownership guidelines: Non-employee directors must hold ≥4x annual cash retainer; compliance assessed annually; all directors either met or are expected to meet within five years .
- Hedging/pledging: Prohibited for directors under insider trading policy; Rule 10b5-1 plans subject to mandatory guidelines .
- Section 16 compliance: Company states all required filings were made in FY2024 except one correction for the CEO; no director delinquencies noted .
Governance Assessment
- Strengths and positive signals:
- Independent Chair with separated leadership from the CEO, enhancing oversight and risk management .
- Active committee leadership: Will chair the Compensation Committee in 2025; member of Nominating, Governance & Sustainability—positions him to drive pay-for-performance alignment and board refresh .
- Shareholder-responsive compensation governance: After a 72% Say-on-Pay in 2024, program changes include 50% PSUs tied to rTSR for executives starting in 2025 and reduced bonus caps to 200%—likely under committees he influences .
- Robust guardrails: Clawback policy, double-trigger equity vesting, $500k director comp cap, formal equity grant timing policy, and prohibition of hedging/pledging .
- Attendance and engagement: No director below 75% attendance; full participation at 2024 annual meeting; structured overboarding policy with compliance .
- Board refresh and size reduction from 8 to 6 post-2025 indicate ongoing optimization of board effectiveness .
- Watch items / potential conflicts:
- Principal stockholder (Koch affiliates) related-party settlement ($1.2m) reviewed by Audit Committee; no Noglows-specific related party exposure disclosed .
- Personal trusts hold 20,000 ASPN shares—alignment-positive; no pledging and hedging permitted under policy .
- Overall implication: Noglows’ independent chair role, impending compensation chairmanship, and materials industry background support strong board oversight and alignment. The company’s recent executive pay structure changes and governance policies reduce risk of misaligned incentives; monitoring of large stockholder relationships remains prudent .