ASPEN AEROGELS INC (ASPN)
Sector: Materials
2026 Annual Meeting Analysis
ASPEN AEROGELS INC · Meeting: May 13, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
ASPN's 3-year return is -54.9% versus the company-disclosed peer group median of -45.2%, a gap of only -9.7 percentage points, which is well below the 20-percentage-point trigger required to vote against directors when absolute TSR is negative; no overboarding, attendance, or independence concerns were identified.
As CEO and executive director, Mr. Young is subject to the same TSR trigger as other directors; the 3-year peer-group underperformance gap of -9.7 percentage points falls below the 20-percentage-point trigger threshold, so no TSR-based against vote is warranted on the director election, and this determination is independent of the Say on Pay vote.
Both Class III director nominees pass the TSR trigger test using the company-disclosed peer group: ASPN's 3-year total return of -54.9% trails the peer median of -45.2% by only 9.7 percentage points, below the 20-percentage-point threshold that applies when absolute TSR is negative. No overboarding, attendance below 75%, independence, or familial-relationship flags were identified for either nominee.
Say on Pay
✓ FORCEO
Donald R. Young
Total Comp
$2,685,085
Prior Support
92%%
The prior Say on Pay vote received approximately 92% support in 2025, well above the 70% threshold that would require demonstrated responsiveness. CEO total compensation of $2,685,085 is within a reasonable range for a CEO at a ~$273 million market cap industrial company, and the pay mix is strong — the company states approximately 80% of CEO target pay is at-risk through performance share awards tied to 3-year relative total shareholder return, time-vested stock awards, and stock options, satisfying the 50-60% variable pay requirement. Importantly, no annual cash bonus was paid to any named executive officer for 2025 because the company missed both its revenue and Adjusted EBITDA threshold performance targets, which demonstrates that the incentive plan actually tied executive pay to company results — a meaningful positive signal for pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose an auditor fee table, so the non-audit fee ratio trigger cannot be evaluated; per policy, the tenure trigger requires confirmed data to fire and tenure is not disclosed, so neither trigger applies, and the default vote is FOR. KPMG is a Big 4 firm appropriate for a company of ASPN's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Advisory Vote Regarding the Future Declassification of the Board of Directors
This is a board-initiated advisory proposal asking shareholders to endorse the future declassification of the board, meaning that instead of directors serving staggered three-year terms, all directors would eventually stand for election every year. Declassification is a mainstream, widely-supported governance improvement that gives shareholders more regular ability to hold directors accountable through annual elections. There are no ideological or activist concerns — this is a straightforward pro-shareholder structural change, and the appropriate vote is FOR.
Overall Assessment
The 2026 Aspen Aerogels annual meeting ballot is straightforward: both director nominees pass the TSR trigger test under the company's disclosed peer group, the CEO pay program is appropriately structured with 80% at-risk compensation and zero bonus paid due to missed performance targets, and the board is itself proposing a positive governance improvement through board declassification. The only notable data gap is the absence of an auditor fee table in the filing, which prevents a full non-audit fee ratio check on KPMG, though the default vote remains FOR in the absence of confirmed trigger data.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing