UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Northborough, Massachusetts

April 19, 202121, 2022

Dear Aspen Aerogels, Inc. Stockholder:

You are cordially invited to attend the 20212022 annual meeting of stockholders of Aspen Aerogels, Inc. to be held at 9:00 a.m. Eastern Time on Thursday, June 1, 2021.2, 2022. As a result of the public health and travel guidance due to the COVID-19 pandemic, this year’s annual meeting will be conducted solely via live audio webcast on the Internet.

You will be able to attend our annual meeting, vote and submit your questions during the annual meeting by visiting https://www.virtualshareholdermeeting.com/ASPN2021.ASPN2022. You will not be able to attend the annual meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about Aspen Aerogels that you should consider when you vote your shares are described in the accompanying proxy statement.

At the 20212022 annual meeting, two persons will be elected to our board of directors. In addition, we ask stockholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021,2022, and to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in our Proxy Statement for the 20212022 Annual Meeting. Our board of directors recommends the election of the two nominees to our board of directors and a vote in favor of proposals (i), (ii) and (iii). Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 19, 2021,21, 2022, we will send to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 20212022 annual meeting of stockholders and our 20202021 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either virtually at the time of the annual meeting or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of Aspen Aerogels, Inc. We look forward to seeing you at the annual meeting.

Sincerely,

Sincerely,

Donald R. Young

President and Chief Executive Officer

Aspen Aerogels, Inc.

30 Forbes Road, Building B

Northborough, MA 01532

NOTICE OF 20212022 ANNUAL MEETING OF STOCKHOLDERS

TIME: 9:00 a.m. Eastern Time

DATE: June 1, 20212, 2022

ACCESS: https://www.virtualshareholdermeeting.com/ASPN2021ASPN2022

This year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting https://www.virtualshareholdermeeting.com/ASPN2021ASPN2022 and providing relevant information, including the control number included in the Notice of Internet Availability or the proxy card that you receive. For further information, please see the Questions and Answers about the Meeting beginning on page 1.

PURPOSES:

WHO MAY VOTE:

You may vote if you were the record owner of Aspen Aerogels, Inc.’s common stock at the close of business on April 5, 20212022 (the “Record Date”). A list of registered stockholders as of the close of business on the Record Date will be available at our corporate headquarters for examination by any stockholder for any purpose germane to the Annual Meeting for a period of at least 10 days prior to the Annual Meeting, provided the public health and travel advisory from relevant authorities in connection with the COVID-19 pandemic allows for such examination without posing a risk to the health and safety of others. If you wish to view this list, please contact our Corporate Secretary at Aspen Aerogels, Inc., 30 Forbes Road, Building B, Northborough, Massachusetts 01532. Such list will also be available for examination by the stockholders during the Annual Meeting at https://www.virtualshareholdermeeting.com/ASPN2021.ASPN2022.

All stockholders are cordially invited to attend the annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.

By Order of the Board of Directors

Sahir C. Surmeli

Secretary

Northborough, Massachusetts

April 19, 21, 2022

Dear Stakeholders,

The customers, employees and stockholders of Aspen Aerogels are at the center of our many accomplishments this year. Our mission has always been to build a vibrant company with a culture that is open, transparent, and fair, and to use our unique technology to create compelling value for our customers by solving some of the world’s toughest challenges. Aspen’s strategy is to leverage our Aerogel Technology Platform^™ into high-value, high-growth markets. For twenty years, we have been guided by the spirit of mutual benefit in our relationship with our customers and partners. Aspen is setting a new standard for energy efficiency, asset protection, and fire safety in both traditional and new energy sectors. We believe we have an important role to play as the world moves to a more sustainable future.

2021 Highlights and Recent Business Developments

2021 was an impactful year for Aspen. The significant adoption of our PyroThin^® thermal barriers in the electric vehicle (EV) market, along with the accelerating recovery in the energy infrastructure market, has propelled our company forward in significant ways.

Total revenue grew 21% during 2021 to $121.6 million, reflecting growth in each of our principal markets. Moreover, and commensurate with the scale of the EV market, we are targeting to double our revenue from 2021 to 2023 and to triple our revenue from 2023 to 2025. In 2021, and into 2022, Aspen:

Aspen is investing in people, resources, and capital assets to bolster the commercial opportunities that are expanding at a rapid rate. We seek mutually beneficial relationships with our customers, employees, investors, the communities in which we operate, and society as a whole. We explore new uses for our Aerogel Technology Platform with the goal of improving the environmental performance and safety of our customers’ products and processes. We respect and celebrate our employees by striving to create a diverse and inclusive environment in which people thrive. We know that we have a responsibility to be leaders in manufacturing practices that help protect our environment. As a result, we value environmental, social and governance (ESG) criteria as an integral part of our business strategy and have started the process of reorganizing our sustainability-related policies and

programs into a formal ESG strategy. We plan to publish our first ESG Highlights report this Spring, in which we will outline our approach to sustainability and key initiatives across ESG priorities. Our goal is to provide a foundation for deeper discussions on specific ESG topics with investors and other stakeholders and to enable everyone to have access to accurate and timely information.

Before closing, I want to thank John Fairbanks, who served Aspen over the last fifteen years as our Chief Financial Officer and retired on April 1, 2022. John played an instrumental role in building a company that has vast opportunities ahead. All of us at Aspen thank John and wish him the very best. With John’s retirement, Ricardo Rodriguez has been named Aspen’s CFO. Ricardo brings with him a wealth of automotive knowledge and financial acumen, and a strong track record of driving growth and delivering results. His leadership will be invaluable to Aspen as we expand our business and profitability in the years to come.

It is an exciting time to be a part of Aspen, and I am privileged to be leading this important company into its next chapter. The year 2021 marked the 20th anniversary of Aspen Aerogels. I cannot thank every Aspen employee enough for their efforts to make the company successful, especially over the past two years. Despite the stresses related to the COVID-19 pandemic, we stayed focused on delivering value to our customers and on achieving our goals. We are poised to leverage our strong position in current markets and to explore new markets that are aligned with our strategy. The entire management team and I extend our sincere appreciation to our stockholders, customers, employees, and suppliers for their continued trust, confidence, and support. We remain committed to maintaining the highest ethical standards in our relationships with all our stakeholders, and to exceeding your expectations at every opportunity.

Sincerely,   Donald R. Young President & Chief Executive Officer

TABLE OF CONTENTS

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Aspen Aerogels, Inc.

30 Forbes Road, Building B

Northborough, Massachusetts 01532

PROXY STATEMENT FOR THE ASPEN AEROGELS, INC.

20202022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 20212, 2022

This proxy statement, along with the accompanying notice of 20212022 annual meeting of stockholders, contains information about the 20212022 annual meeting of stockholders of Aspen Aerogels, Inc., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 9:00 a.m., Eastern Time on Thursday, June 1, 2021.2, 2022. As a result of the public health and travel guidance due to the COVID-19 pandemic, this year’s annual meeting will be conducted solely via live audio webcast on the Internet. You will be able to attend our annual meeting, vote and submit your questions during the annual meeting by visiting https://www.virtualshareholdermeeting.com/ASPN2021.ASPN2022. You will not be able to attend the annual meeting in person.

In this proxy statement, we refer to Aspen Aerogels, Inc. as “Aspen Aerogels,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our board of directors for use at the annual meeting.

On or about April 19, 2021,21, 2022, we intend to begin sending to our stockholders entitled to vote the Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement for the 20212022 annual meeting of stockholders and our 20202021 annual report.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON JUNE 1, 20212, 2022

This proxy statement and our 20202021 annual report to stockholders are available for viewing, printing and downloading at www.proxyvote.com. In order to view, print or download these materials, please have the 12-digit control number(s) that appears on your notice or proxy card available. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 20202021 on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “SEC Filings” tab of the “Financial Information” subsection of the “Investors” section of our website at www.aerogel.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, from us, free of charge, by sending a written request to:

Aspen Aerogels, Inc.

Attn: Investor Relations

30 Forbes Road, Building B26 Forest Street, Suite 200

Northborough,Marlborough, Massachusetts, 0153201752

Exhibits will be provided upon written request and payment of an appropriate processing fee.

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CAUTIONARY INFORMATION AND FORWARD-LOOKING STATEMENTS

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This proxy statement contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words such as “could,” “should,” “can,” “continue,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “confident” and “commit” or similar expressions. In particular, statements regarding our plans, strategies, prospects and expectations regarding our business and industry are forward-looking statements. They reflect our expectations, are not guarantees of performance and speak only as of the date of this proxy statement. Except as required by law, we do not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements. Our business results are subject to a variety of risks, including those that are described in our annual report on Form 10-K for the year ended December 31, 2021 and elsewhere in our filings with the Securities and Exchange Commission. If any of these considerations or risks materialize or intensify, our expectations (or underlying assumptions) may change and our performance may be adversely affected.

Website links included in this proxy statement are for convenience only. Information contained on or accessible through such website links is not incorporated herein and does not constitute a part of this proxy statement.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The board of directors of Aspen Aerogels is soliciting your proxy to vote at the 20212022 Annual Meeting of Stockholders to be held virtually via live audio webcast, on Thursday, June 1, 20212, 2022 at 9:00 a.m. Eastern Time and any adjournments or postponements of the meeting, which we refer to as the annual meeting. This proxy statement along with the accompanying Notice of 20212022 Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our annual report on Form 10-K for the fiscal year ended December 31, 20202021 because you owned shares of our common stock on April 5, 2021(“2022, or the Record Date”).Date. We will commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable, the proxy materials, to stockholders on or about April 19, 2021.21, 2022.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received the Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

Why Are You Holding a Virtual Annual Meeting?

Due to the public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, directors, officers and other participants, our 20212022 Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the annual meeting so they can submit questions to our board of directors or management, as time permits. We will evaluate the effectiveness of the 20212022 annual meeting and review other circumstances in 20222023 to decide whether we will hold an in-person or a virtual annual meeting in 2022.2023.

What happensHappens if There Are Technical Difficulties duringDuring the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting, voting at the annual meeting or submitting questions at the annual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page.

Who Can Vote?

Only stockholders who owned our common stock at the close of business on April 5, 20212022 are entitled to vote at the annual meeting. On this Record Date, there were 28,345,15936,018,471 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock.

If on the Record Date your shares of our common stock were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record.

If on the Record Date your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares at the annual meeting unless you request and obtain a valid proxy from your broker or other agent.

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You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote.

How Do I Vote?

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted FOR or WITHHELD for each nominee for director, and whether your shares should be voted FOR, AGAINST or ABSTAIN with respect to the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with our board of directors’ recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name through our stock transfer agent, Computershare Trust Company, N.A., or you have stock certificates registered in your name, you may vote:

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on May 31, 2021.June 1, 2022.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares at the time of the virtual annual meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and vote your shares online at the time of the meeting.

How Does the Board of Directors Recommend That I Vote on the Proposals?

The board of directors recommends that you vote as follows:

If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by one or both of the proxy holders listed in the proxy in accordance with his or their best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the annual meeting. You may change or revoke your proxy in any one of the following ways:

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Your most current vote, whether by telephone, Internet or proxy card, is the vote that will be counted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares be Voted if I Do Not Vote?

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratification of the appointment of our independent registered public accounting firm (Proposal 2 of this proxy statement) without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.

Your bank, broker or other nominee does not have the ability to vote your uninstructed shares in the election of directors. Therefore, if you hold your shares in street name, it is critical that you cast your vote if you want your vote to be counted for Proposal Nos. 1 and 3 of this proxy statement.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

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Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspectors of Election, representatives of Broadridge Investor Communication Solutions, Inc., examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make on the proxy card or that you otherwise provide.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the annual meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

What Constitutes a Quorum for the Annual Meeting?

The presence, at the meeting virtually or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Votes of stockholders of record who are present at the annual meeting virtually or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Attending the Annual Meeting

The annual meeting will be held at 9:00 a.m. Eastern Time on Thursday, June 1, 2021.2, 2022. This year, our annual meeting will be held in a virtual meeting format only.

To attend the virtual annual meeting, go to https://www.virtualshareholdermeeting.com/ASPN2021ASPN2022 shortly before the meeting time, and follow the instructions for downloading the webcast. If you miss the annual meeting, you can view a replay of the webcast at the same location at least six months from the meeting. You need not attend the annual meeting in order to vote.

Householding of Annual Disclosure Documents

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single Notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single Notice or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact our transfer agent, Computershare Trust Company, N.A., by calling their toll free number, 1-800-368-5948.

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If you do not wish to participate in householding and would like to receive your own Notice or, if applicable, set of Aspen Aerogels proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Aspen Aerogels stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

SECURITY OWNERSHIP OF CERTAIN BENEFICIALBENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 5, 20212022 for (a) the executive officers named in the Summary Compensation Table on page 2032 of this proxy statement, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of April 5, 20212022 pursuant to the exercise of options or warrants or the vesting of restricted stock units (“RSUs”) to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 28,345,15936,018,471 shares of common stock outstanding on April 5, 2021.2022.

MANAGEMENT AND CORPORATE GOVERNANCE

The Board of Directors

Our Restated Certificate of Incorporation and Restated Bylaws provide that our business is to be managed by or under the direction of our board of directors. Our board of directors is divided into three classes for purposes of election. One class is elected at each annual meeting of stockholders to serve for a three-year term. Our board of directors currently consists of seven members classified into three classes as follows: (1) Rebecca B. Blalock and Robert M. Gervis constitute the Class I directors and their current terms will expire at the 2021 annual meeting of stockholders (2) Mark L. Noetzel and William P. Noglows constitute the Class II directors and their current terms will expire at the 2022 annual meeting of stockholders, and (3)(2) Steven R. Mitchell, Richard F. Reilly and Donald R. Young constitute the Class III directors and their current terms will expire at the 2023 annual meeting of stockholders, and (3) Rebecca B. Blalock and Robert M. Gervis constitute the Class I directors and their current terms will expire at the 2024 annual meeting of stockholders.

On February 24, 2021,23, 2022, our board of directors accepted the recommendation of the nominating and governance committee and voted to nominate Rebecca B. BlalockMark L. Noetzel and Robert M. GervisWilliam P. Noglows for re-election at the annual meeting for a term of three years to serve until the 20242025 annual meeting of stockholders, and until their respective successors have been elected and qualified.

Set forth below are the names of those persons nominated for election as directors at the 20212022 annual meeting and those directors whose terms do not expire this year, their ages, their positions in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to our board of directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

Donald R. Young has been our President, Chief Executive Officer and a member of our board of directors since November 2001. Prior to joining us, Mr. Young worked in the United States and abroad in a broad range of senior operating roles for Cabot Corporation, a leading global specialty chemical company. Prior to Cabot Corporation, Mr. Young worked in the investment business at Fidelity Management & Research. Mr. Young holds a BA from Harvard College and an MBA from Harvard Business School. The board has concluded that Mr. Young possesses specific attributes that qualify him to serve as a member of our board of directors, including the perspective and experience he brings as our Chief Executive Officer, which brings historic knowledge, operational expertise and continuity to our board of directors.

Rebecca B. Blalock has served on our board of directors since June 2016. Ms. Blalock is a partner at Advisory Capital LLC, which provides strategic consulting in the areas of energy and information technology. She has served in that role since October 2011. From October 2002 to October 2011, Ms. Blalock was Senior Vice President and Chief Information Officer of Southern Company, a Fortune 500 energy company. From 1979 to October 2002, Ms. Blalock served in various positions at Georgia Power and Southern Company Services, which are subsidiaries of Southern Company. Ms. Blalock’s management experience during her tenure at Georgia Power included serving as Vice President of Community and Economic Development from January 2000 to October 2002 and Director, Corporate Communication from February 1996 to February 2000. She

currently serves on the advisor boardAdvisory Board of Valor Ventures LLC and on the Board of Ovaledge LLC. She hadhas previously served on the Board of Directors of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (NYSE:HASI), including on its Compensation Committee from March 15, 2017 until July 31, 2019 and on its Finance and Risk Committee from May 15, 2017 until July 31, 2019. She also serves on the Advisory Board of Sol America. Ms. Blalock is also a Trustee of the Woodruff Arts Foundation, and serves on the Board of Councilors of The Carter Center.Center and was elected to the State of Georgia’s Humanities Board. Ms. Blalock holds a BBA in Marketing from State University of West Georgia and an MBA in Finance from Mercer University. Ms. Blalock also completed the Program for Management Development (PMD) at Harvard Business School, received a cyber-security certificate from the Georgia Institute of Technology in 2017 and a Cyber Risk Oversight Certificate from the National Association of Corporate Directors in 2018. The board has concluded that Ms. Blalock possesses specific attributes that qualify her to serve as a member of our board of directors, including the strategic insight, expertise and experience she has developed in senior executive management at a Fortune 500 company in the energy industry, particularly with information technology, as well as her experience with the business environment in Georgia. In addition, because Ms. Blalock has served on many boards of directors, the board has concluded that she has substantial experience regarding how boards can and should effectively oversee and manage companies as well as a significant understanding of governance issues.

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Robert M. Gervis has served on our board of directors since January 2011. Mr. Gervis has been a self-employed advisor and investor since April 2009, as well as a member of various public and private company boards of directors. Prior to April 2009, Mr. Gervis served in various senior executive positions at Fidelity Investments from July 1994 to March 2009. Mr. Gervis’ management experience during his tenure with Fidelity Investments included serving as (i) Chief Executive Officer of an oil and natural gas exploration and production company from December 2002 to March 2006; (ii) Chief Operating Officer of an international, full-service real estate development and investment company from May 2002 to June 2003; (iii) Managing Director of a private equity division from March 2002 to March 2006, which invested in a broad range of industries, including technology, biotechnology, real estate, oil and gas exploration and production and telecommunications; and (iv) President of Ballyrock Investment Advisors from April 2006 to March 2009, a registered investment adviser which managed Fidelity Investments’ structured credit business. Prior to joining Fidelity Investments, Mr. Gervis was a partner at the law firm of Weil, Gotshal & Manges. He currently is an investor in, and occasionally serves on the boards of, private companies primarily in the Boston area. Mr. Gervis previously served as a director of Axiall Corporation (NYSE: AXLL) and Tronox Incorporated (NYSE: TROX). Mr. Gervis holds a BS in Industrial Engineering from Lehigh University and a JD from George Washington University. Mr. Gervis also is a CFA charter holder. The board has concluded that Mr. Gervis possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in finance, capital markets and investing, his management skills, as well as his experience with sophisticated transactions as a corporate attorney. In addition, because Mr. Gervis has served on many boards of directors, the board has concluded that he has substantial experience regarding how boards can and should effectively oversee and manage companies, and a significant understanding of governance issues.

Steven R. Mitchell has served on our board of directors since August 2009. Mr. Mitchell has served as the Chief Executive Officer of Argonaut Private Capital L.P. since July 2016, prior to which he was the managing director of Argonaut Private Equity, LLC, or Argonaut, since November 2004. Prior to joining Argonaut, Mr. Mitchell was a principal in both Radical Incubation and 2929 Entertainment. He currently serves on the boards of directors of several public and privately owned companies, including Stepstone Group; Alkami Technology, Inc.; S&R Compression, LLC; DMB Pacific, LLC; Norberg-IESDowning Wellhead Equipment LLC; The Fred Jones Companies, LLC; JAC Holding Enterprises, Inc.; QRC Valve Distributors LLC; SEF Energy, LLC; Mammoth Carbon Products, LLC; MT Group Holdings, LLC; American Cementing, LLC; McNellies Group LLC; and Mark Young Construction, LLC. From 1996 to 1999, Mr. Mitchell was a corporate attorney at Gibson, Dunn & Crutcher LLP. Mr. Mitchell holds a BBA in Marketing from Baylor University and a JD from University of San Diego School of Law. The board has concluded that Mr. Mitchell possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience building, investing in and growing several manufacturing, technology and product companies and his experience with sophisticated

transactions as a corporate attorney. In addition, because Mr. Mitchell has served on many boards of directors, the board has concluded that he has substantial experience regarding how boards can and should effectively oversee and manage companies, and a significant understanding of governance issues.

Mark L. Noetzel has served on our board of directors since December 2009. Currently, he is a Managing Director of Akoya Capital Partners, LLC, working in the specialty chemicals segment. Mr. Noetzel has worked as a consultant to a number of public and private companies since May 2009. From July 2019 to May 2021, he was a Managing Director of Akoya Capital Partners, LLC, working in the specialty chemicals segment. From June 2007 to May 2009, Mr. Noetzel was President and Chief Executive Officer of Cilion, Inc., a biofuels company. Prior to joining Cilion in 2007, he had served in several senior positions at BP plc, including Group Vice President, Global Retail, from 2003 until 2007, Group Vice President, B2B Fuels and New Markets, during 2001 and 2002 and Group Vice President, Chemicals, from 1997 until 2001. Prior to those senior management roles with BP plc, Mr. Noetzel served in other management and non-management roles with Amoco Corporation from 1981 until BP acquired Amoco in 1998. Mr. Noetzel served on the board of directors of Axiall Corporation (NYSE: AXLL) from September 2009 until Axiall was acquired by Westlake Chemical Corporation in August 2016. Mr. Noetzel served as Chairman of Axiall from January 2010 to March 2016. Mr. Noetzel also previously served on the board of Siluria Technologies Inc., a privately owned technology company until May 2019 and on the board of Dixie Chemical Company Inc., also privately owned, from September 2017 to November 2018. Mr. Noetzel holds a BA in Political Science from Yale University and an MBA from the Wharton School at University of Pennsylvania. The board has concluded that Mr. Noetzel possesses specific attributes that qualify him to serve as a member of our board of directors, including more than ten years of experience in senior executive management roles with large, international businesses within the chemical and fuel industries and his experience as chairman of the board of a public company.

William P. Noglows has served on our board of directors since our initial public offering in June 2014 and previously served on our board of directors from January 2011 to April 2013. Mr. Noglows has served as Chairman of the Board of CMC Materials, Inc., formerly known as Cabot Microelectronics Corporation since November 2003 and as President and Chief Executive Officer from November 2003 until December 2014. Mr. Noglows also serves on the boards of Littelfuse, Inc. and NuMat Technologies, Inc. From 1984 through 2003, Mr. Noglows served in various management positions at Cabot Corporation, culminating in serving as an executive vice president and general manager. Mr. Noglows had previously served as a director of Cabot Microelectronics from December 1999 until April 2002. Mr. Noglows holds a BS in Chemical Engineering from Georgia Institute of Technology. The board has concluded that Mr. Noglows possesses specific attributes that qualify him to serve as a member and chairman of our board of directors, including his experience as chief executive officer of a leading public company and his expertise in developing technology. In addition, because Mr. Noglows has served on boards of directors of two other public companies, the board has concluded that he

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has significant experience regarding how boards can and should effectively oversee and manage companies, and a significant understanding of governance issues.

Richard F. Reilly has served on our board of directors since July 2010. For 31 years prior to his retirement in 2009, Mr. Reilly specialized in audits of manufacturing, technology and distribution companies with KPMG LLP, including 28 years in the role of senior audit partner. Prior to his tenure with KPMG LLP, Mr. Reilly worked in private industry, serving in various accounting management roles in technology and manufacturing companies. Mr. Reilly also served for ten years in the U.S. Army reserve as a combat engineer officer. Mr. Reilly served as a member of the board of trustees and as chair of the audit committee of Perkins School for the Blind, a non-profit institution headquartered in Boston, Massachusetts for nine years until November 2018, and currently serves as a member of the finance and audit committee for The Clergy Health and Retirement Trust of the Archdiocese of Boston. From November 2014 to March 2020, Mr. Reilly served on the board of directors and as chair of the audit committee of the NYSE-listed AquaVenture Holdings Limited until its acquisition by Culligan International Company. From November 2012 to December 2013, Mr. Reilly also served as a consultant to a Fortune 500 company related to finance, controls and governance issues at its subsidiary in India. Mr. Reilly holds a BS in Business Administration from Northeastern University and is a Certified Public Accountant. The board has concluded that Mr. Reilly possesses specific attributes that qualify him to serve as a member of our board of

directors and to serve as chair of our audit committee, including a deep understanding of accounting principles and financial reporting rules and regulations, acquired over the course of his career at KPMG LLP and in private industry. In addition, we believe Mr. Reilly has significant experience overseeing, from an independent auditor’s perspective, the financial reporting processes of large public companies in a variety of industries with a global presence.

Director Independence

Our board of directors has reviewed the materiality of any relationship that each of our directors has with Aspen Aerogels, either directly or indirectly. Based upon this review, our board has determined that all of our directors other than Donald R. Young, our President and Chief Executive Officer, are “independent directors” as defined by the New York Stock Exchange.

Committees of the Board of Directors and Meetings

Meeting Attendance. During the fiscal year ended December 31, 2020,2021, there were seveneleven meetings of our board of directors, and the various committees of the board met a total of 2118 times. No director attended fewer than 75% of the total number of meetings of the board and of committees of the board on which he or she served during fiscal year 2020.2021. The board has adopted a policy under which each member of the board is strongly encouraged but not required to attend each annual meeting of our stockholders. All of our directors attended the annual meeting of our stockholders held in 2020.2021.

Audit Committee. Our audit committee met nineeight times during fiscal year 2020.2021. This committee currently has three members, Richard F. Reilly (chair), Rebecca B. Blalock and Mark L. Noetzel. Our audit committee’s role and responsibilities are set forth in the audit committee’s written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the audit committee reviews our annual and quarterly financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. All members of the audit committee satisfy the current independence standards promulgated by the SEC and by the New York Stock Exchange, as such standards apply specifically to members of audit committees. Our board of directors has determined that Mr. Reilly is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K.

Our audit committee is authorized to, among other matters:

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Our audit committee typically meets quarterly and with greater frequency as necessary. The agenda for each meeting is set by the chair of the audit committee in consultation with the Chief Executive Officer and Chief Financial Officer. The audit committee meets regularly in executive session. However, from time to time, various members of management, and employees, outside advisors or consultants may be invited by the audit committee to make presentations, to provide financial, background information or advice, or to otherwise participate in audit committee meetings.

Please also see the report of the audit committee set forth elsewhere in this proxy statement.

A copy of the audit committee’s written charter is publicly available in the “Investors” section of our website at www.aerogel.com.

Compensation and Leadership Development Committee. Our compensation and leadership development committee (hereafter also referred to as our “compensation committee”) met eightsix times during fiscal 2020.2021. This committee currently has three members, Robert M. Gervis (chair), William P. Noglows and Steven R. Mitchell. Our compensation committee’s role and responsibilities are set forth in the compensation committee’s written charter and includes reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the board of directors are carried out and that such policies, practices and procedures contribute to our success. Our compensation committee also administers our 2014 Employee, Director and Consultant Equity Incentive Plan (“2014 Plan”) and our employee cash bonus plan. The compensation committee is responsible for the determination of the compensation of our executive officers other than our Chief Executive Officer. The compensation of our Chief Executive Officer is determined by our board of directors upon the recommendation of our compensation committee. All members of the compensation committee qualify as independent under the definition promulgated by the New York Stock Exchange.

Our compensation committee is authorized to, among other matters:

Our compensation committee typically meets quarterly and with greater frequency if necessary. The agenda for each meeting is set by the chair of the compensation committee in consultation with the Chief Executive Officer. The compensation committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the compensation committee to make presentations, to provide financial or other background information or advice, or to otherwise participate in compensation committee meetings. The Chief Executive Officer does not participate in and is not present during any deliberations or determinations of the board of directors or the compensation committee regarding his compensation.

The compensation committee has the sole authority to obtain, at the expense of the Company, advice and assistance from compensation consultants, legal counsel, experts and other advisors that the compensation committee deems advisable in the performance of its duties. The compensation committee has the sole authority to approve any such consultants’ or advisors’ fees and other retention terms. The compensation committee may

select any such consultant, counsel, expert or advisor to the compensation committee, only after taking into consideration factors that bear upon the advisor’s independence. The compensation committee has engaged Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant since 2014. The compensation committee assessed the independence of Meridian pursuant to SEC rules and other factors and concluded that Meridian’s work for the compensation committee does not raise any conflict of interest nor affect its independence.

Generally, the compensation committee’s process involves the establishment of corporate goals and objectives for the current year and determination of compensation levels. For executives other than the Chief Executive Officer, the compensation committee solicits and considers evaluations and recommendations submitted to the committee by the Chief Executive Officer. In the case of the

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Chief Executive Officer, the evaluation is conducted by the compensation committee, which recommends any adjustments to his compensation levels and arrangements for approval by the board of directors. For all executives, as part of its deliberations, the compensation committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, total compensation that may become payable to executives in various hypothetical scenarios, executive stock ownership information, Company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels and recommendations of the compensation committee’s compensation consultant, if any, including analyses of executive compensation paid at other companies.

For 2020,2021, Meridian assisted the compensation committee in fulfilling its responsibilities under its charter, including advising on compensation packages for executive officers, compensation program design and market practices generally. The compensation committee authorized Meridian to interact with management on behalf of the compensation committee, as needed in connection with advising the compensation committee, and Meridian participates in discussions with management and, when appropriate, outside legal counsel with respect to matters under consideration by the compensation committee.

A copy of the compensation committee’s written charter is publicly available in the “Investors” section of our website at www.aerogel.com.

Nominating and Governance Committee. Our nominating and governance committee met four times during fiscal year 20202021 and currently has three members, Rebecca B. Blalock (chair), Robert M. Gervis and Mark L. Noetzel. The nominating and governance committee’s role and responsibilities are set forth in the nominating and governance committee’s written charter and include evaluating and making recommendations to the full board as to the size and composition of the board and its committees, evaluating and making recommendations as to potential candidates to serve on our board of directors, and evaluating current board members’ performance. All members of the nominating and governance committee qualify as independent under the definition promulgated by the New York Stock Exchange.

Our nominating and governance committee is authorized to, among other matters:

Our nominating and governance committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third partythird-party search firms or other appropriate sources. Once identified, the nominating and governance committee will evaluate a candidate’s qualifications in accordance with our “Criteria for Nomination as a Director” appended to our nominating and governance

committee’s written charter. Threshold criteria include a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of our industry, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the board, and concern for the long-term interests of our stockholders.

If a stockholder wishes to propose a candidate for consideration as a nominee for election to our board of directors, the stockholder must follow the procedures described in our restated bylaws and in “Stockholder Proposals and Nominations for Director” at the end of this proxy statement. In general, persons recommended by stockholders will be considered in accordance with our “Policies and Procedures for Shareholders Submitting Nominating Recommendations” appended to our nominating and governance committee’s written charter. All stockholder recommendations for proposed director nominees must be addressed in writing to the nominating and governance committee, in care of our Secretary, at our principal offices and must be received by the deadlines set forth in this proxy statement under the heading “Stockholder Proposals and Nominations for Director.” The recommendation must be accompanied by the following information concerning each stockholder making the recommendation and the beneficial owner, if any, on whose behalf the nominations is made:

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The recommendation must be accompanied by the following information concerning the proposed nominee:

Our board of directors administers its risk oversight function directly and through its committees. The audit committee receives regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risks. The audit committee also periodically reviews our enterprise risk management program. As part of its charter, our audit committee regularly discusses with management our major risk exposures, their potential financial impact on our Company and the steps we take to manage them. In addition, our compensation committee assists the board of directors in fulfilling its oversight responsibilities with respect to the management and risks arising from our compensation policies and programs. Our nominating and governance committee assists the board of directors in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors and executive officers and corporate governance.

Stockholder Communications to the Board

Generally, stockholders and other interested parties who have questions or concerns should contact our Investor Relations team at 508-691-1111. However, any stockholders and other interested parties who wish to address questions regarding our business directly with the board of directors, or any individual director, must prepare the communication in written form and mail or hand deliver the same to the following address:

ATTN: SECURITY HOLDER COMMUNICATION

Board of Directors

Aspen Aerogels, Inc.

30 Forbes Road, Building B

Northborough, MA 01532

Such communications should not exceed 500 words in length and must be accompanied by the following information:

The following types of communications are not appropriate for delivery to directors under these procedures:

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Communications will be distributed to the board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the board may be excluded, such as:

the technology function. Prior to joining Aspen, from December 2019 to October 2021, Mr. Schilling served as Chief Executive Officer of Basic Energy Services, Inc., an upstream oil and gas services provider. From September 1995 to December 2019, Mr. Schilling held senior level commercial and technology leadership roles at Schlumberger, Tetra Technologies, the combined Baker Hughes and GE Oil & Gas Companies, both domestically and internationally. Mr. Schilling received his Bachelor of Science degree in Chemical Engineering from Texas A&M University and holds an MBA from Erasmus University in the Netherlands.

Corby C. Whitaker has been our Senior Vice President, Sales and Marketing since joining us in February 2012. Prior to that, Mr. Whitaker worked in senior sales, marketing and business development leadership roles in the energy, renewable energy, building

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materials and industrial equipment industries. From July 2010 to December 2011, Mr. Whitaker was Vice President, Sales at Solyndra LLC and from December 2007 to July 2010, Mr. Whitaker served as Vice President, Global Sales at United Solar Ovonic LLC, each a solar technology company. Prior to that, from March 2004 to December 2007, Mr. Whitaker served as Director of Sales at Johns Manville, a building materials company. Mr. Whitaker holds a BS in mechanical engineering from Texas A&M University.Manville.

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EXECUTIVE COMPENSATION DISCUSSION AND RELATED MATTERSANALYSIS

Compensation Overview

We are a “smaller reporting company” as such term is defined byThis section discusses the Securitiesprinciples underlying our policies and Exchange Commission. In accordance with relevant SEC rules and guidance, we have elected,decisions with respect to the disclosures relatingcompensation of our executive officers who are named in the Summary Compensation Table below, or our “named executive officers,” and all material factors relevant to an analysis of these policies and decisions. During 2021, the following were our named executive compensation to comply with the disclosure requirements applicable to smaller reporting companies. officers:

Compensation Overview

This “Compensation Overview” section discusses the compensation programs and policies for our executive officers and the roles of our Compensation and Leadership Development Committee, or the compensation committee, and our boardBoard in the design and administration of these programs and policies, including specific compensation decisions in connection with our executive officers, including our named executive officers.

Our compensation committee has the sole authority and responsibility to review and determine, or recommend to the boardBoard for approval in the case of our Chief Executive Officer, the compensation of each of our named executive officers. Our compensation committee also considers the design and effectiveness of the compensation program for our other executive officers and approves the final compensation package, employment agreements and stockequity-based compensation awards and option grants for all of our executive officers, except our Chief Executive Officer, whose compensation is approved by the boardBoard upon the recommendation of the compensation committee. Our compensation committee is composed entirely of independent directors who have never served as officers of the Company.

Set forth below is a discussion of the policies and decisions that shape our executive compensation program, including the specific objectives and elements. Information regarding director compensation is included under the heading “Director Compensation” below.

Executive Summary

2021 Business Highlights and Recent Developments. 2021 was a transformational year for Aspen and its business outlook. We benefited from the rapid adoption of our PyroThin thermal barriers in the electric vehicle, or EV, market, experienced solid growth in the energy infrastructure market, and gained share in the European sustainable building materials market with our Spaceloft products. During 2021 and recently, we achieved several important business milestones, including, but not limited to, the following:

General Executive Compensation Philosophy and Principles

The objective of our executive compensation program is to attract, retain and motivate talented executives who are critical for our continued growth and success of building a profitable business and to align the interests of these executives with those of our stockholders. To achieve this objective, besides annual base salaries, our executive compensation program utilizes a combination of annual incentives through cash bonuses based on a mix of pre-determined criteria and long-term incentives through equity-based compensation. In establishing overall executive compensation levels, our compensation committee considers a number of criteria, including the executive’s scope of responsibilities, prior and current period of performance, attainment of overall company performance objectives and retention concerns. The overall compensation program is conceived to be generally competitive with the market median of peer companies with no specific percentile being targeted. The program combines the base salary with at-risk elements to achieve the Company’s mix of pay objectives.

2021 Executive Compensation Policies and Practices

During 2021, our executive compensation policies and practices included the following:

The Role of ourOur Compensation Committee and Compensation Consultant

Generally, our compensation committee designs and administers the executive compensation program with the help of the management and an independent compensation consultant. In connection with the compensation of our Chief Executive Officer, our compensation committee further recommends the overall and specific elements to our boardBoard for consideration and final determination. While the compensation committee addresses the matters related to its responsibilities under its charter throughout the year, annual reviews and, as appropriate, modifications of compensation arrangements for executive officers typically take place during a period starting from the last quarter of the prior fiscal year through the first quarter of the current fiscal year.

While the compensation committee or the boardBoard, in the case of our Chief Executive Officer, ultimately makes all final decisions on executive compensation, the compensation committee engages the services of outside advisors for assistance. In 2019, 2020 and 2020,2021, the compensation committee directly engaged Meridian Compensation Partners LLC, or Meridian, as its independent compensation consultant. The compensation committee utilized Meridian throughout these periods to provide independent, objective research, analysis, and advice and to assist the compensation committee generally in the performance of its duties. The compensation committee will typically request information and recommendations directly from the compensation consultant as it deems appropriate to structure and evaluate our executive compensation program. During these periods, the compensation committee also enlisted the assistance of the law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., to administer its compensation decisions through contracts and other written documents. The compensation committee assesses the independence of its compensation consultant and law firm each year, considering the amount of fees paid to them, the policies designed to prevent conflicts of interest, any Company stock owned by the consultant or the law firm, and other factors that may be relevant to the compensation committee.

During 2015, Meridian helped theThe compensation committee collectconsiders external market data when making compensation decisions respecting pay levels and analyzeprogram design. The committee has formally approved a peer group for this purpose (and also considers other market data sources as appropriate). The group was originally developed by Meridian out of a candidate pool of size (as measured principally by revenue and compare all components of our compensation program for all executives, including base salary, our annual cash incentive planmarket capitalization) and our long-term incentive plan involving equity grants, to the compensation practices of peerindustry-appropriate publicly-traded companies. Meridian developed a group of peer companies generally in the energy sector based on several characteristics, including, being publicly traded, relative company size (market capitalization,

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revenue, number of employees) and geographic locations as well as specific responsibilities of our executives. Our compensation committee approved the peer group in 2015 and periodically reviews and, if appropriate, revises the peer group in coordination with input from our Chief Executive Officer and Meridian to ensure the group remains appropriate for the purposes of comparing executive compensation. During 2020,As a basis for

the source market data for setting executive compensation for fiscal year 2021, our peer group consisted of the following 16 companies:

We believe our peer group provides useful information to help us establish competitive compensation practices and allowallows us to set compensation levels to attract, retain and motivate a talented executive team while aligning the interest of our executives with our stockholders. Our compensation committee uses the peer group information obtained by Meridian periodically to evaluate our executive compensation practices and levels, to ensure the compensation structure is appropriately calibrated to achieve its objectives. Our peerThe group is subject to change over time, and we expect that the compensation committee will continue to periodically review and update the list.

Role of Management

In making compensation decisions, our compensation committee considers the recommendations of our Chief Executive Officer, Mr. Young, who makes recommendations to our compensation committee with respect to our executive officers, but does not participate in the deliberations or determination of his own compensation. Our compensation committee may review and approve the corporate objectives and goals pursuant to the powers delegated under its charter. Mr. Young annually leads the development of our corporate objectives and goals, which are reviewed and approved by the compensation committee and then our Board. Mr. Young provided the Company’s business and operations perspective for our compensation committee’s final review of progress made on the goals set for 2021. Other than as described above, no other executive officer participates in the determination or recommendation of the amount or form of executive officer compensation.

Say-on-Pay Results

At our last annual meeting of stockholders in June 2020,2021, we held a stockholder advisory vote on the fiscal year 20192020 compensation of our named executive officers. This is generally referred to as a “Say-on-Pay” vote. Our stockholders approved the compensation of our named executive officers with approximately 98%99% of stockholder votes cast in favor of our Say-on-Pay resolution for fiscal year 2019.2020. This stockholder feedback was considered in the Compensation Committee’scompensation committee’s decisions on fiscal year 20202021 compensation, discussed below. The Compensation Committee willcompensation committee continues to monitor further stakeholder feedback, Company performance, and market developments for potential further improvements to the Company’s compensation structure for executive officersofficers.

As of December 31, 2020, we had 290 full-time employees with 36 in research and development, 179 in manufacturing operations and supply chain, 46 in sales and marketing and 29 in general and administrative functions. Of our employees, 274 are located in the United States and 16 are located abroad.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants as a cohesive and competent team and to achieve our short and long term objectives. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities to achieve our objectives. We consider our current relationship with our employees to be of good standing. None of our employees are represented by labor unions or have collective bargaining agreements.

Main Elements of ourOur Executive Compensation Program

Base Salary

Annual base salaries compensate our executive officers for fulfilling the requirements of their respective positions and provide them with a level of cash income predictability and stability with respect to a portion of their total compensation. We believe that the level of an executive officer’s base salary should reflect the executive’s performance, experience and breadth of responsibilities, our understanding of salaries for similar positions within our industry and any other factors relevant to that particular job. Our salaries are designed to be generally competitive with the market median of our peer group.

Base salaries are typically negotiated at the outset of an executive’s employment. Salary levels are considered annually as part of our performance review process, but also in cases including promotion or other change in the job responsibilities of an executive officer. For named executive officers, initial base salaries generally are established in connection with negotiation of an offer of employment and employment agreement. Increases in base salary have several elements. In addition to promotion and increased

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responsibilities, merit and Company-wide general increases are also taken into consideration. On April 1, 2020, in light of the business uncertainties in the market due to the COVID-19 pandemic, the base salary of Messrs. Young, Fairbanks, Whitaker and Landes and Ms. Conte was reduced by 5% with their respective consent. Effective February 20, 2021, the reduction to annual base salary was reversed and the salaries were restored to those effective prior to the reduction on April 1, 2020. Salaries of our named executive officers for fiscal years 2021, 2020 and 2019 are also reported in the Summary Compensation Table below.Table.

The 2021 base salaries for our Named Executive Officers were as follows:

Upon the recommendation of our compensation committee, our Board approved the target bonus amounts and goals under the bonus plan for fiscal year 2021 for the named executive officers. Each named executive officer’s 2021 bonus award amount, calculated as a percentage of year-end base salary, was based on achieving and exceeding certain performance metrics. For 2021, these performance metrics were revenue and adjusted EBITDA. Calculation of the achievement of the adjusted EBITDA target was made in a manner that excluded the impact of any costs incurred in 2021 associated with intellectual property enforcement and certain other strategic activities, if so determined by our Board or compensation committee. For revenue and adjusted EBITDA, the 2021 performance metrics specified a threshold value that must be achieved before any bonus amount would be paid under that metric, a target value, or the Target, associated with a target bonus amount, and an incentive amount if the Target value is exceeded.

In addition, a component of the bonus (the MBO Component), expressed as a percentage, usually an additional 10% of each Named Executive Officer (NEO)’s the target bonus, may be added to or deducted from otherwise earned bonus based upon the relative achievement, or lack thereof, of certain additional strategic or operational performance goals, as determined by our Board or compensation committee. The target bonus amounts for fiscal year 2021 for Mr. Young, Mr. Fairbanks, Mr. Whitaker, Mr. Landes and Ms. Conte expressed as a percentage of their year-end base salary, as presented below.

The bonuses varied depending on our percentage achievement of the Target set by the compensation committee. As described above, the Company did not fully achieve the Target required for a 100% target bonus payout. Based on the achievement formula, the executives were entitled to 70% of their target bonus, plus 9% to 10%, depending on the NEO, attributable to performance related to the MBO Component goals.

On February 23, 2022, the Committee awarded bonus payments to the NEOs as called for under the previously approved compensation package as well as an additional discretionary amount, such that each NEO received the same total bonus amount as he or she would have received had 100% of the Target been achieved. The compensation committee and the Board made this decision to award the additional discretionary amounts after thorough analysis and discussion of the Company’s fiscal 2021 financial performance, the reasons why the Target was not achieved including but not limited to, the Company’s decision, in consultation with the Board, to allocate resources strategically to the emerging electric vehicle business that is expected to benefit the Company’s performance in the future, as well as COVID-19 related disruptions and supply chain disruptions, and a recognition of the level of performance throughout the year. When establishing the Target for 2021, the compensation committee did not anticipate the additional expenditure and resources that would be allocated to the electric vehicle business or the COVID-related disruptions to its business. In light of these circumstances and the compensation committee’s and the Board’s assessments of the Company’s opportunity that was created in the electric vehicle market, the compensation committee and the Board believed it was appropriate to pay the additional discretionary bonuses to reward and incentivize management. The compensation committee and the Board believed that doing so was also consistent with the policy of aligning the interests of the Company’s employees with the interests of its stockholders.

The 2021 bonus payments under the cash bonus plan and the additional discretionary bonus payments are set forth below:

Section 401(k) Plan—We maintain a defined contribution employee retirement plan, or the 401(k) Plan, for our employees. Our board or a committee thereof, has established stock ownership guidelines for the executives effective November 1, 2017. Additionally, our board established a compensation recoupment policy effective December 12, 2018. Our Insider Trading Policy established in June 2014 prohibits our employees, including our executive officers from engagingare eligible to participate in certain typesthe 401(k) Plan on the same basis as our other employees. The 401(k) Plan is intended to qualify as a tax-qualified plan under Section 401(a) of hedging transactions involving our securities, specifically short salesthe Code. The 401(k) Plan provides that each participant may contribute up to the lesser of 100% of his or her compensation or the statutory limit, which was $19,500 for calendar year 2021. Participants that are 50 years or older can also make “catch-up” contributions, which in calendar year 2021 may have been up to an additional $6,500 above the statutory limit. We currently make matching contributions into the 401(k) Plan on behalf of participants. We match 50% of eligible contributions up to the first 6% of eligible compensation. Participant contributions are held and transactions involving straddles, collars or similar risk reduction or hedging devices.invested, pursuant to the participant’s instructions, by the plan’s trustee.

Employment Contracts – Contracts—We have entered into an executive employment agreement with our Chief Executive Officer, Mr. Young, effective January 1, 2019 which was subsequently amended effective on August 1, 2019 and January 1, 2020.2022. We have also entered into executive employment agreements with Messrs. Fairbanks, Whitaker and WhitakerLandes and Ms. Conte, each effective January 1, 2019 which were each subsequently amended effective on January 1, 2020.2022.

Specific Actions takenTaken in 2020 and in early 2021 on Executive Compensation

On April 1, 2020, in light of the COVID-19 pandemic and the ensuing economic uncertainty, the board,Board, upon the recommendation of our Chief Executive Officer, determined not to implement any increase in base salary of our executive officers, previously approved by the boardBoard to take effect in April 2020 and reduced the base salary of our executive officers to 95% of the respective 2019 base salaries, (“or the 2020 Reduction”), eachReduction, upon the written consent of each of our executive officers. Effective February 20, 2021, the boardBoard and our compensation committee reversed the 2020 Reduction inand restored the base salaries of respectively, our chief executive officerChief Executive Officer and other executive officers, along with restoration of any annual merit increase considerations. Accordingly, effectiveEffective April 1, 2021, Mr. Young’s annual base salary was set at $515,000. BaseEffective April 1, 2021, base salaries of the other two named executive officers, Messrs. Fairbanks, Whitaker, Landes and WhitakerMs. Conte were set at $300,005, $347,866, $299,250 and $347,866,$262,500 respectively. Effective October 2, 2021, the base salaries of each of Messrs. Whitaker and Landes were set at $400,000.

The cash incentive target bonus for fiscal yearyears 2022 and 2021 for Messrs. Young, Fairbanks, Whitaker and WhitakerLandes and Ms. Conte were set at 110%, 55%, 55%, 55% and 55%50% of their respective year-end base salaries, respectively. The cash

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bonus earned and paid for fiscal years 2021, 2020 and 2019 are found in the “Non-Equity“Non-Equity Incentive Plan” column of the Summary Compensation Table. Similarly, the equity grants for fiscal years 2021, 2020 and 2019 are found in the “Stock Awards” and “Options Awards” columns of the Summary Compensation Table.

Special CEO Compensation arrangementsArrangements

In addition to the compensation elements discussed above, we have twoentered into certain special arrangements related to the compensation of our Chief Executive Officer. In 2015,order to encourage ownership of shares, reward Mr. Young for his performance, retain Mr. Young, and encourage his alignment with our board,longer-term value and our shareholders, and to support the Company’s ambitious growth agenda requiring multiple new investments, strengthening relationships with new investors and strategic partners in the EV market and growing our executive team and employee base, in June 2021, the Board, upon the recommendation of the compensation committee, awarded certain special equity awardsgranted to Mr. Young in lieu461,616 shares of annual grants in 2015performance-based restricted stock, pursuant to a Performance-Based Restricted Stock Agreement by and 2016.between us and Mr. Young. Additional details of this award are found under the section below, titled “Narrative Disclosure to Summary Compensation Table - 2017 and 2018 Modifications to 2015 Special Equity Incentive Grants.Table—2021 Performance-Based Restricted Stock Award.”

In November 2018, our boardBoard approved a special cash bonus arrangement for our Chief Executive Officer in connection with certain change of control transactions involving the Company. The details of such arrangement are described inIn 2021, the section below, titled “Severance and Retirement Benefits - Potential Payments Upon Termination or Change of Control.”Company entered into an amendment to Mr. Young’s employment agreement to terminate the foregoing special cash bonus arrangement.

Compensation Recoupment Policy

In December 2018, our boardBoard adopted a compensation recoupment policy, which applies to certain designated employees, including our Chief Executive Officer and Chief Financial Officer. The policy permits us to recoup incentive compensation paid to the designated employees in the event of an accounting restatement of any of the unaudited interim quarterly or audited annual consolidated financial statements of the Company due to significant non-compliance with financial reporting requirements under applicable laws, rules and regulations or upon certain forms of misconduct by a designated employee.

Prohibition on Hedging and Pledging

Our Insider Trading Policy prohibits members of the Board, the named executive officers, and all other employees and directors from purchasing financial instruments designed to hedge the economic risk of owning our securities (or entering any transaction that has the same economic effect), and prohibits certain persons, including members of the Board and the named executive officers, from pledging our securities.

Stock Ownership Guidelines

Our Board or a committee thereof, has established stock ownership guidelines for the executive officers and directors effective November 1, 2017, which provides target levels of stock ownership that executive officers and directors must attain. The target ownership level for our Chief Executive Officer is three-times the base salary, for our other executive officers is one-times their respective base salary and for our non-employee directors is three-times the annual cash retainer for service to the Board.

Risk Analysis of Our Compensation Plans

Our management assesses and discusses with our compensation committee our compensation policies and practices for our employees as they relate to our risk management. Based on this assessment, we do not believe that any risks arise from such policies and practices that are reasonably likely to have a material adverse effect on us now or in the future.

COMPENSATION COMMITTEE REPORT*

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review, and discussion, our Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.

RISKS RELATED TO COMPENSATION PRACTICES AND POLICIES

Consistent with SEC disclosure requirements, we have assessed our compensation policies, practices and awards, and have concluded that our compensation policies, practices and awards do not create risks that are reasonably likely to have a material adverse effect on the Company. Our compensation committee assessed our compensation and benefits programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. Our compensation programs include a combination of fixed base salaries, cash bonuses, long-term incentive awards, and benefits that are generally uniform in design and operation throughout the Company and with all levels of employees.

We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks, are compatible with our effective internal controls and our risk management practices, and are supported by the oversight and administration of the compensation committee and Board with regard to executive compensation programs.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table shows the total compensation paid or accrued during the last twothree fiscal years ended December 31, 2021, 2020 and 2019 to (1) our President and Chief Executive Officer, (2) our Vice President, Chief Financial Officer and (2)Treasurer, and (3) the next twothree most highly compensated executive officers who earned more than $100,000 during the respective fiscal year and were serving as executive officers as of year-end.

Narrative Disclosure to Summary Compensation Table

Employment Arrangements with Our Named Executive Officers

Donald R. Young

In December 2015,Effective January 1, 2022, we entered into an amended and restated executive agreement with Mr. Young effective January 1, 2016 with a three-year term, (the “2015or the 2022 CEO Agreement”). InAgreement. Pursuant to 2022 CEO Agreement, Mr. Young’s annual base salary was $515,000 per year and Mr. Young was eligible to receive an annual performance-based bonus as determined by our Board with a target of 110% of his year-end base salary. Previously, in November 2018, we entered into an executive agreement with Mr. Young effective January 1, 2019 with a three-year term, (“2018 CEO Agreement”), which agreement replacedor the 20152018 CEO Agreement. Mr. Young serves as our Chief Executive Officer on an at-will basis. Pursuant to the 2015 CEO Agreement, effective April 1, 2017, Mr. Young’s annual base salary was increased from $480,000 to $500,000 per year and Mr. Young was eligible to receive an annual performance-based bonus for fiscal year 2017 as determined by our board of directors with a target of 100% of his year-end base salary. Effective April 7, 2018, Mr. Young’s base salary was increased to $515,000 per year and Mr. Young was eligible to receive an annual performance-based bonus for fiscal year 2018 as determined by our board of directors with a target of 100% of his year-end base salary. Pursuant to the 2018 CEO Agreement, Mr. Young’s annual base salary for fiscal year 2019 remained atwas set to $515,000 per year and Mr. Young was eligible to receive an annual performance-based bonus as determined by our board of directorsBoard with a target of 100% of his year-end base salary. On April 1, 2020, in light of the business uncertainties in the market due to the COVID-19 pandemic, theMr. Young’s base salary of Mr. Young$515,000 was reduced by 5% with his consent. Effective February 20, 2021, the reduction of Mr. Young’s annual base salary was reversed and his salary was restored to $515,000. Mr. Young’s target bonus for each of fiscal 2020 and 2021 was set at 110% of his year-end base salary. Effective February 20, 2021, the reduction to annual base salary was reversed and restored to $515,000. Mr. Young’s target annual bonus for fiscal year 2021 was maintained at 110% of his year-end base salary.

Mr. Young’s base salary may be increased, but not decreased without his consent, at the discretion of our board of directors.Board. On August 1, 2019, we entered into an amendment (the "Amendment"“Amendment”) to the 2018 CEO Agreement. The 2018 CEO Agreement provided for a two year period during which Mr. Young is eligible to receive a bonus upon a change of control (as defined in the 2018 CEO Agreement). The Amendment extends the period to a total of three years such that the period ends on December 31, 2021. Effective January 1, 2020, we further amended the 2018 CEO Agreement to provide for at least a year of time to exercise all vested stock options in connection with termination of employment in certain circumstances under the 2018 CEO Agreement.

Mr. Young is entitled to certain benefits in connection with a termination of his employment or a change of control as discussed below under “— Potential Payments Upon Termination or Change of Control.”

Other Named Executive Officers

Effective January 1, 2022, we entered into executive agreements with Messrs. Fairbanks, Whitaker and Landes and Ms. Conte for a one-year term, or the 2022 Executive Agreements. Pursuant to the 2022 Executive Agreements, the annual base salaries of Messrs. Fairbanks, Whitaker and Landes and Ms. Conte for fiscal year 2022 were $300,005, $400,000, $400,000 and $262,500 respectively. They are eligible to receive an annual performance based bonus as determined by our Board or a committee thereof with a target bonus of 55%, 55%, 55% and 50%, respectively, of their respective year-end base salaries.

In December 2018, we entered into executive agreements with Messrs. Fairbanks, Whitaker and WhitakerLandes and Ms. Conte effective January 1, 2019 withfor three-year terms, (“or the 2018 Executive Agreements”).Agreements. Messrs. Fairbanks, Whitaker and WhitakerLandes and Ms. Conte serve as executive officers on an at-will basis. ThePursuant to their respective 2018 Executive Agreements, the annual base salaries of Mr.Messrs. Fairbanks, Whitaker and Mr. Whitaker’sLandes and Ms. Conte for fiscal year 2019 were maintainedset at $300,005, $331,301, $221,708 and $331,301 respectively.$250,000 respectively, and Messrs. Fairbanks, Whitaker, Landes and Ms. Conte were eligible to receive an annual performance-based bonus for fiscal year 2019 as determined by our Board or a committee thereof, with a target bonus of 55%, 55%, 40% and 40%, respectively, of their respective year-end salaries. On April 1, 2020, in light of the business uncertainties in the market due to the COVID-19 pandemic, the base salaries of Messrs. Fairbanks, Whitaker and WhitakerLandes and Ms. Conte, which were unchanged from their salaries in 2019, were reduced by 5% with their respective consent. Mr. Fairbanks’ and Mr. Whitaker’s target bonuses for fiscal year 2020 were set at 55% of their respective year-end base salaries.consents. Effective February 20, 2021, the reduction toof the annual base salaries was reversed and the salaries were restored to those effective before April 1, 2020. Effective April 1, 2021, the annual base salaries of Messrs. Fairbanks, Whitaker and WhitakerLandes and Ms. Conte were set at $300,000, $347,866, $299,250 and $347,866, respectively,$262,500, respectively. Effective October 2, 2021, the base salaries of Messrs. Whitaker and they are eligibleLandes were increased to receive an annual performance based bonus as determined by our board of directors or a committee thereof with a target bonus of 55% of their respective year-end base salaries.$400,000 each. The annual base salaries set forth in these agreements may be increased, but not decreased, at the discretion of our board of directors.Board. The 2018 Executive Agreements were amended effective January 1, 2020 to provide for at least a year of time to exercise all vested stock options in connection with termination of employment in certain circumstances under the 2018 Executive Agreements.

Messrs. Fairbanks, Whitaker and WhitakerLandes and Ms. Conte are entitled to certain benefits in connection with a termination of their employment or a change of control as discussed below under “— Potential Payments Upon Termination or Change of Control.”

Employment, Confidentiality and Non-Competition Agreements

Each of our named executive officers has also entered into an employment, confidentiality and non-competition agreement. Among other things, this agreement obligates each named executive officer to refrain from disclosing any of our proprietary information received during the course of employment and to assign to us any inventions conceived or developed during the course of employment. Additionally, following termination of employment, each of our named executive officers is prohibited from (i) competing with us for a period of one year and (ii) soliciting or interfering with our business relationship with any of our existing clients, customers, business partners or employees for a period of two years.

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2017, 2018, and 2020 Modifications to 2015 Special Equity Incentive Grants

On December 11, 2015, our board of directorsBoard granted to Mr. Young, (i) 78,125 shares of restricted common stock which will vest based on the achievement of a Company performance target for fiscal year 2020, (the “SEIGor the SEIG Restricted Shares”),Shares, (ii) a nonqualified stock option to purchase 84,745 shares of common stock which will vest in full on the third anniversary of the grant date, (the “SEIGor the SEIG Time-Based Option”);Option; and (iii) a nonqualified stock option to purchase 370,181 shares of common stock, which vest in multiple tranches upon the achievement of which 131,578 shares will vest and become exercisable on the third anniversary of the grant date provided that the 30 day volume weighted average price of the Company’s common stock on the New York Stock Exchange (the “VWAP”) shall be at least $7.68 for at least 60 consecutive trading days during such three-year period; 122,324 shares will vest and become exercisable on the fourth anniversary of the grant date provided that the VWAP shall be at least $8.32 for at least 60 consecutive trading days during such four-year period and the remaining 116,279 shares will vest and become exercisable on the fifth anniversary of the grant date provided that the VWAP shall be at least $8.96 for at least 60 consecutive trading days during such five-year period (the “SEIG Performance Option”).

In August 2017, in order to better align Mr. Young’s incentives with our then current goals, particularly given (i) the constrained capital investment and low activity levels in the global energy infrastructure markets at that time, (ii) our decision to delay the board-approved Plant Two project and its related financing to better align the capacity expansion with our assessment of demand for the 2018 to 2020 period; and (iii) our decision to file patent infringement suits, our board of directors reduced the Company performance target for fiscal year 2020 with respect to the SEIG Restricted Shares and extended by one year each of the time periods during which Mr. Young might achieve the price targets on the vesting of his SEIG Performance Option that were set to expire on the third anniversary of the grant date (131,578 shares, $7.68 target) and on the fourth anniversary of the grant date (122,324 shares, $8.32 target). On December 10, 2020, our board extended the performance period ofcertain milestones, or the SEIG Performance Option associated with the price threshold of $8.96, through December 18, 2020.

Option. The SEIG Time-Based Option and the SEIG Performance Option were granted with an exercise price equal to $6.40, which was above the fair market value of our common stock on the date of grant and was equal to the 30 day VWAP on the grant date. The stock options will vest provided Mr. Young continues to provide services to the Company on the applicable vesting date.

Pursuant to 2018 CEO Agreement, On December 10, 2020, our Board extended the performance period of certain modifications were made to vesting of outstanding stock options and stock-based awards (other than the Restricted Stock Agreement madeSEIG Performance Option through December 11, 2015 as amended on August 2, 2017) in connection with change of control and certain termination of employment events.

18, 2020. The SEIG Performance Options associated with price thresholds of $8.32 and $8.96respect to 238,603 shares met the specified criteria and vested as ofon December 11, 2020 and December 18, 2020, respectively. The remainder of the SEIG Performance Options associated with price threshold of $7.68 and the SEIG Restricted Shares failed to vest and were forfeited due to the performance criteria not having been met. Accordingly, as of December 31, 2020, all components of the 2015 SEIG awards were either earned and thus vested or forfeited.

2021 Performance-Based Restricted Stock Award

On June 29, 2021, as recommended by the compensation committee, the Board granted to Mr. Young 461,616 shares of performance-based restricted stock, pursuant to a Performance-Based Restricted Stock Agreement by and between us and Mr. Young, or the Performance Agreement. This grant is intended to encourage ownership of shares, reward Mr. Young for his performance, retain Mr. Young, and encourage his alignment with our longer-term value and our shareholders, and to support our ambitious growth agenda requiring multiple new investments, strengthening relationships with new investors and strategic partners in the EV market and growing our executive team and employee base, in accordance with the purposes of the 2014 Stock Plan.

In order for a tranche of this award to vest, both time and performance vesting conditions must be satisfied. For the time vesting condition, a tranche will vest at the later of (i) three years from the grant date or (ii) one year from the date when an applicable performance hurdle is achieved, subject to a maximum five-year vesting period for shares with respect to which the performance hurdle has been achieved. With respect to the performance vesting condition, as noted in the table below, there are three tranches with different share price hurdles and a five-year total performance period. The hurdles reflect share prices of 2X, 3X, and 4X of the baseline price that was established at the time of the award, which is $21.663. If a share price hurdle is not met after five years, the applicable tranche is forfeited. The share price hurdle is met by reference to a 30-day volume weighted average price, or the VWAP, that is maintained for 60 days. In the event of a Change of Control Sale of the Company, as

defined in the Performance Agreement, the share price hurdle is valued based on the per share value received by our shareholders, with cash consideration valued at par, any publicly traded securities received as consideration valued at their 60-day VWAP as of the closing date of the Change of Control Sale of the Company, and any securities that are not publicly traded or for which a 60-day VWAP cannot be valued by the Board. Any of the tranches below could be earned at any point over the five-year period.

Otherwise, in the event Mr. Young is no longer our employee, director, or consultant or an affiliate prior to the achievement of a performance goal listed above, or we do not achieve a performance goal by the fifth anniversary of the grant date, Mr. Young will immediately forfeit to us the number of shares granted that have not yet vested pursuant to the table above.

2019 Equity Awards

On February 27, 2019, Messrs. Young, Fairbanks, Whitaker, Landes and WhitakerMs. Conte were each granted stock options and RSUs. Specifically, Mr. Young was granted an option to purchase 195,478 shares of our common stock at an exercise price of $3.63 per share and 97,107 RSUs. Mr. Fairbanks was granted an option to purchase 83,182 shares of our common stock at an exercise price of $3.63 per share and 41,322 RSUs, and Mr. Whitaker was granted an option to purchase 65,159 shares of our common stock at an exercise price of $3.63 per share and 32,369 RSUs, Mr. Landes was granted an option to purchase 63,773 shares of our common stock at an exercise price of $3.63 per share and 31,680 RSUs and Ms. Conte was granted an option to purchase 63,773 shares of our common stock at an exercise price of $3.63 per share and 31,680 RSUs. The stock options and RSUs vest in equal annual installments over a three yearthree-year period from the date of grant.grant, subject to the recipient continuing to provide services to the Company through each vesting date. The stock options will expire 10 years from the date of grant.

2020 Equity Awards

On February 26, 2020, Messrs. Young, Fairbanks, Whitaker, Landes and WhitakerMs. Conte were each granted stock options and RSUs. Specifically, Mr. Young was granted an option to purchase 135,077 shares of our common stock at an exercise price of $8.02 per share and 21,976 RSUs. Mr. Fairbanks was granted an option to purchase 57,479 shares of our common stock at an exercise price of $8.02 per share and 9,351 RSUs, and Mr. Whitaker was granted an option to purchase 47,899 shares of our common stock at an exercise price of $8.02 per share and 7,793 RSUs, Mr. Landes was granted an option to purchase 47,899 shares of our common stock at an exercise price of $8.02 per share and 7,793 RSUs and Ms. Conte was granted an option to purchase 47,899 shares of our common stock at an exercise price of $8.02 per share and 7,793 RSUs. The stock options and RSUs vest in equal annual installments over a three yearthree-year period from the date of grant.grant, subject to the recipient continuing to provide services to the Company through each vesting date. The stock options will expire 10 years from the date of grant.

2020 Special Equity Grants

On December 15, 2020, Messrs. Fairbanks, Whitaker, Landes and WhitakerMs. Conte were each granted stock options. Specifically, Mr. Fairbanks was granted an option to purchase 9,024 shares of our common stock at an exercise price of $16.05 per share, and Mr. Whitaker was granted an option to purchase 9,965 shares of our common stock at an exercise price of $16.05 per share, Mr. Landes was granted an option to purchase 7,793 shares of our common stock at an exercise price of $16.05 per share and Ms. Conte was granted an option to purchase 5,469 shares of our common stock at an exercise price of $16.05 per share. The stock options vest in equal annual installments over a three-year period from the date of grant, subject to the recipient continuing to provide services to the Company through each vesting date, and will expire 10 years from the date of grant.

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2021 Equity Awards

On February 24, 2021, Messrs. Young, Fairbanks, Whitaker, Landes and WhitakerMs. Conte were each granted stock options and RSUs. Specifically, Mr. Young was granted an option to purchase 40,175 shares of our common stock at an exercise price of $24.13 per share and 7,304 RSUs. Mr. Fairbanks was granted an option to purchase 17,095 shares of our common stock at an exercise price of $24.13 per share and 3,108 RSUs, and Mr. Whitaker was granted an option to purchase 15,671 shares of our common stock at an exercise price of $24.13 per share and 2,849 RSUs, Mr. Landes was granted an option to purchase 15,671 shares of our common stock at an exercise price of $24.13 per share and 2,849 RSUs, and Ms. Conte was granted an option to purchase 15,671 shares of our

common stock at an exercise price of $24.13 per share and 2,849 RSUs. The stock options and RSUs vest in equal annual installments over a three yearthree-year period from the date of grant.grant, subject to the recipient continuing to provide services to the Company through each vesting date. The stock options will expire 10 years from the date of grant.

Cash Bonus Plan

Upon the recommendation of our compensation committee, our board of directorsBoard initially approved our employee cash bonus plan in April 2012. The plan is administered by the compensation committee. The plan provides that participants are eligible to receive a cash bonus over a performance period based on goals established by the administrator, which may include attaining revenue goals, an adjusted EBITDA goal, an individual goal or such other performance goals established by the administrator from time to time. Each participant receives a participant letter setting forth a percentage allocation of a target award based upon a percentage of base salary or set forth as a dollar amount. The participation letters also set forth minimum threshold achievement levels applicable to each goal and may set forth additional payments above the target award amount in the event that one or more goals are exceeded. Following completion of the performance period, the administrator determines the level of performance achieved for each goal and approves and certifies the amount of the cash payments to be made.

If a participant voluntarily terminates employment during a performance period, the participant will not be eligible for a payment, except as otherwise provided in the participant’s employment agreement, if any. If a participant is terminated by us other than for cause or retires, as set forth in any retirement policy then in effect, the participant will receive a prorated payout based on the date of termination of employment and achievement of the goals at such time as payment is otherwise made to the other participants under the plan. The plan provides that participants shall receive the cash bonus payment earned, if any, no later than March 15 of the calendar year immediately following the performance period. The administrator may revise or terminate the plan at any time; but no amendment or termination shall be effective without the consent of a participant if it would adversely impact the economic benefit of an outstanding award thereunder.

2019 Bonus Plan and Payments

Upon the recommendation of our compensation committee, our board of directorsBoard approved the target bonus amounts and goals under the bonus plan for fiscal year 2019 for Mr. Young on February 27, 2019. Our compensation committee approved the target bonus amounts and goals under the bonus plan for fiscal year 2019 for Messrs. Fairbanks, Whitaker, Landes and WhitakerMs. Conte on December 12, 2018. Each named executive officer’s 2019 bonus award amount, calculated as a percentage of year-end base salary, was based on achieving and exceeding certain performance metrics. For 2019, these performance metrics were revenue and adjusted EBITDA. Calculation of the achievement of the adjusted EBITDA target was to be made in a manner that would exclude the impact of any costs incurred in 2019 associated with intellectual property enforcement and certain other strategic activities, if so determined by our board of directorsBoard or compensation committee. For revenue and adjusted EBITDA, the 2019 performance metrics specified a threshold value that must be achieved before any bonus amount was to be paid under that metric, a target value associated with a target bonus amount, and an incentive amount if the target value is exceeded. In addition, a component of the bonus, expressed as a percentage of the target bonus amount, was added to or deducted from otherwise earned bonus based upon the relative achievement, or lack thereof, of certain additional performance goals, as determined by our board of directorsBoard or our compensation committee. The target bonus amounts for fiscal year 2019 for Messrs. Young, Fairbanks, Whitaker, Landes and Whitaker,Ms. Conte expressed as a percentage of their year-end base salary, were 100%, 55%, 55%, 40% and 55%40%, respectively. The maximum bonus that could have been earned was limited to 225% of the target bonus. As a result of achieving and exceeding the 2019 performance thresholds, our compensation committee recommended and our board of directorsBoard approved, as necessary, bonus payments for fiscal year 2019 under our cash bonus plan to Messrs., Young, Fairbanks, Whitaker, Landes and WhitakerMs. Conte of $621,957, $199,271, $220,059, $137,676 and $220,059,$120,768, respectively.

2020 Bonus Plan and Payments

Upon the recommendation of our compensation committee, our board of directorsBoard approved the target bonus amounts and goals under the bonus plan for fiscal year 2020 for Mr. Young on December 11, 2019. Our compensation committee approved the target bonus amounts and goals under the bonus plan for fiscal year 2020 for Messrs. Fairbanks, Whitaker, Landes and WhitakerMs. Conte on December 11, 2019. Each named executive officer’s 2020 bonus award amount, calculated as a percentage of year-end base salary, was based on achieving and exceeding certain performance metrics. For 2020, these performance metrics were revenue and adjusted EBITDA. Calculation of the achievement of the adjusted EBITDA target was made in a manner that excluded the impact of any costs incurred in 2020 associated with intellectual property enforcement and certain other strategic activities, if so determined by our board of directorsBoard or compensation committee. For revenue and adjusted EBITDA, the 2020 performance metrics specified a threshold value that must be achieved before

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any bonus amount was to be paid under that metric, a target value associated with a target bonus amount, and an incentive amount if the target value was exceeded. In addition, a component of the bonus, expressed as a percentage of the target bonus amount, was to be added to or deducted from otherwise earned bonus based upon the relative achievement, or lack thereof, of certain additional performance goals, as determined by our board of directorsBoard or our compensation committee, (“or the 2020 MBO”).MBO. The target bonus amounts for fiscal year 2020 for Messrs. Young, Fairbanks, Whitaker, Landes and Whitaker,Ms. Conte expressed as a percentage of their year-end base salary, were 110%, 55%, 55%, 50% and 55%40%, respectively. The maximum bonus that could have been earned was limited to 225% of the target bonus. The performance metrics were not achieved during fiscal year 2020 and no payouts were made to the named executive officers under the 2020 bonus plan. In addition, the named executive officers consented to the termination of the 2020 MBO component of the 2020 bonus plan, and therefore no bonus payouts were made in connection with the 2020 bonus plan.

2021 Bonus Plan and Payments

Upon the recommendation of our compensation committee, our board of directorsBoard approved the target bonus amounts and goals under the bonus plan for fiscal year 2021 for Mr. Young on February 24, 2021. Our compensation committee approved the target bonus amounts and goals under the bonus plan for fiscal year 20202021 for Messrs. Fairbanks, Whitaker, Landes and WhitakerMs. Conte on February 23, 2021. Each named executive officer’s 2021 bonus award amount, calculated as a percentage of year-end base salary, will be based on achieving and exceeding certain performance metrics. For 2021, these performance metrics are annual revenue and adjusted EBITDA. Calculation of the achievement of the adjusted EBITDA target will be made in a manner that will exclude the impact of any costs incurred in 2021 associated with intellectual property enforcement and certain other strategic activities, if so determined by our board of directorsBoard or compensation committee. For revenue and adjusted EBITDA, the 2021 performance metrics specify a threshold value, or the Target, that must be achieved before any bonus amount will be paid under that metric, a target value associated with a target bonus amount, and an incentive amount if the target value is exceeded. In addition, a component of the bonus, expressed as a percentage of the target bonus amount, may be added to or deducted from otherwise earned bonus based upon the relative achievement, or lack thereof, of certain additional performance goals, as determined by our board of directorsBoard or our compensation committee. The target bonus amounts for fiscal year 20202021 for Messrs. Young, Fairbanks, Whitaker, Landes and Whitaker,Ms. Conte expressed as a percentage of their year-end base salary, are 110%, 55%, 55%, 55% and 55%50%, respectively.respectively, payable in cash. The maximum bonus that can be earned is limited to 225% of the target bonus.

24The bonuses varied depending on our percentage achievement of the Target set by the compensation committee. The Company did not fully achieve the Target required for a 100% target bonus payout. Based on the achievement formula, the executives were entitled to 70% of their target bonus. The compensation committee reserves the right to pay discretionary bonuses for fiscal year 2021 to account for unanticipated, unusual or extraordinary circumstances or performance.

On February 23, 2022, the compensation committee, and with respect to the CEO, the Board, awarded bonus payments to, the NEOs as called for under the previously approved compensation package as well as an

additional discretionary amount, such that each NEO received the same total bonus amount as he or she would have received had 100% of the Target been achieved. The compensation committee and the Board made this decision to award the additional discretionary amounts after thorough analysis and discussion of the Company’s fiscal 2021 financial performance, the reasons why the Target was not achieved including but not limited to, the Company’s decision, in consultation with the Board, to allocate resources strategically to the emerging electric vehicle business that is expected to benefit the Company’s performance in the future, as well as COVID-19 related disruptions and supply chain disruptions, and a recognition of the level of performance throughout the year. When establishing the Target for 2021, the compensation committee did not anticipate the additional expenditure and resources that would be allocated to the electric vehicle business or the COVID-related disruptions to its business. In light of these circumstances and the compensation committee’s and the Board’s assessments of the Company’s opportunity that was created in the electric vehicle market, the compensation committee and the Board believed it was appropriate to pay the additional discretionary bonuses to reward and incentivize management. The compensation committee and the Board believed that doing so was also consistent with the policy of aligning the interests of the Company’s employees with the interests of its stockholders. Based on the 2021 performance, Messrs. Young, Fairbanks, Whitaker, Landes and Ms. Conte received bonus payments of $617,485, $181,503, $242,000, $242,000 and $144,375, respectively, which included discretionary bonus payments of $169,950, $49,501, $66,000, $66,000 and $39,375, respectively.

2021 Fiscal Year Grants of Plan-Based Awards

The following table sets forth information relating to the grant of plan-based incentive awards to our Named Executive Officers in 2021.

Outstanding Equity Awards at 20202021 Fiscal Year-End

The following table shows all grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2020, including those awards subject to performance conditions, for each of the executive officers named in the Summary Compensation Table.