DEF 14A of Arq, Inc., Apr 29, 2024

DEF 14A of Arq, Inc.

Filed Apr 29, 2024 · FY20230001515156-24-000082

Open on EDGAR

  1. ELECTION OF DIRECTORS OF THE COMPANY

    ELECTION OF DIRECTORS OF THE COMPANY Our Nominating and Governance Committee has recommended to our Board the slate of eight directors— Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, Gilbert Li, Julian McIntyre, Robert Rasmus and L. Spencer Wells—for election by our stockholders, and the Board approved the recommendation and the slate of directors. Each director will hold office until the next annual meeting of stockholders and thereafter until a successor is elected and qualified. The eight nominees receiving the highest number of votes cast will be elected as directors. Cumulative voting is not permitted in the election of directors. Each of the nominees has consented to be named herein and to serve if elected, and have been recommended by the Nominating and Governance Committee, and approved by the board, subject to shareholder vote. We do not anticipate that any nominee will become unable or unwilling to accept nomination or election, but if this should occur, the persons named in the proxy intend to vote for the election in his or her stead of such other person as the Board may recommend or the size of the Board may be decreased. Last year three of the seven directors then serving were unable to attend our annual meeting due to scheduling conflicts. Detailed biographical information about each director nominee can be found under the Corporate Governance section of this Proxy Statement. The following table sets forth certain information, including expected committee membership as of June 10, 2024, as to each director nominee of the Company:

  2. ELECTION OF DIRECTORS OF THE COMPANY

    | Director Name | Audit | Compensation | Nominating and Governance | | Laurie Bergman | ■ | | ◆ | | Jeremy Blank | | | | | Richard Campbell-Breeden | | ◆ | | | Carol Eicher | ◆ | ◆ | ■ | | Gilbert Li | | | ◆ | | Julian McIntyre | | | | | Robert Rasmus | | | | | L. Spencer Wells (1) | ◆ | ■ | | | ■ = Chair | | | | | ◆ = Member | | | |

  3. ELECTION OF DIRECTORS OF THE COMPANY

    (1) Mr. Wells is the Chair of the Board. No family relationship exists between any directors or executive officers. The Company does not have a specific policy on diversity of the Board. Instead, the Board evaluates nominees in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on the group's diversity of experience, backgrounds, represent stockholder interests through the exercise of sound judgment. The following table sets forth the Board diversity as of the Record Date:

  4. ELECTION OF DIRECTORS OF THE COMPANY

    | Total number of Directors: | 8 | | | | | | Female | Male | Non-Binary | Did not disclose gender | | Gender Identity | 2 | 6 | — | — | | Demographic Background: | | | | | | Asian | — | 1 | — | — | | White | 2 | 5 | — | — |

  5. ELECTION OF DIRECTORS OF THE COMPANY

    Director Compensation information for the fiscal year ended December 31, 2023 can be found under the "Director Compensation" section of this Proxy Statement. Our Board recommends that you vote "FOR ALL" of the persons nominated above, being Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, Gilbert Li, Julian McIntyre, Robert Rasmus and L. Spencer Wells.

  6. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  7. Board Membership Criteria

    Board Membership Criteria Criteria established for the selection of candidates for the Board include: ▪An understanding of business and financial affairs and the complexities of an organization that operates as a public company; ▪A genuine interest in representing all of our stockholders and the interests of the Company overall; ▪A willingness and ability to spend the necessary time required to function effectively as a director; ▪An open-minded approach to matters and the resolve and ability to independently analyze matters presented for consideration; ▪A reputation for honesty and integrity that is above reproach; ▪Any qualifications required of independent directors by the Nasdaq Stock Market and applicable law; and ▪As to any candidate who is an incumbent director (who continues to be otherwise qualified), the extent to which the continuing service of such person would promote stability and continuity amongst the Board as a result of such person's familiarity and insight into the Company's affairs, and such person's prior demonstrated ability to work with the Board as a collective body. The Nominating and Governance Committee of the Board seeks directors with strong reputations and experience in areas relevant to our strategy and operations, such as environmental and diversified chemical technologies, and government regulation and relations, as well as those with overall business acumen and experience in financial matters. Each of our director nominees set forth in this Proxy Statement holds or has held senior executive positions in complex organizations and has operating or financial experience that meets this objective, as described below. In these positions, the director nominees have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, executive compensation, risk management and leadership development. The Nominating and Governance Committee also believes that each of the director nominees has other key attributes that are critical to the composition of an effective Board: integrity and demonstrated impeccable ethical standards, sound judgment, analytical skills, the ability to work together in a constructive and collaborative fashion and the commitment to devote significant time and energy to service on the Board and its Committees. The specific experience, qualifications and background of each director for election by our stockholders is as follows:

  8. Board Membership Criteria

    | | Laurie Bergman | | | Director since 2023 | | | Age 46 | | | Ms. Bergman has extensive financial and executive leadership expertise, including serving as the Chief Financial Officer of Liquid Environmental Solutions, provider of waste removal services, since June 2021. Prior to that, Ms. Bergman served as Vice President, Chief Accounting Officer and Corporate Controller of UGI Corporation, a natural gas and electric power distribution company (February 2019 to June 2021). She previously served as the Chief Accounting Officer and Corporate Controller of AmeriGas Propane, Inc., a propane delivery company (2016 to 2019) and as its Group Director – Financial Planning and Operations (2014 to 2016). Ms. Bergman joined AmeriGas Propane, Inc. in 2006 as Manager – Disbursements and served in various roles for AmeriGas Propane, Inc., including Assistant Controller (2011 to 2012), Director of Financial Analysis and Planning (2012 to 2013), and Group Director of Financial Planning and Revenue Management (2013 to 2014). Prior to that, she held positions of increasing responsibility at AmeriGas Propane, Inc. Previously, Ms. Bergman served as a Financial Analysis Specialist and a Disbursement Operations Manager at CIGNA Corporation from 2001 to 2005. Ms. Bergman's qualifications to serve as director on the Board include her extensive leadership of corporate accounting functions in large publicly traded organizations and skills to serve as a director, with specific expertise as a financial expert. Further, Ms. Bergman's educational background includes a Bachelor of Business Administration degree in Finance from Temple University and a Master of Business Administration from Temple University. Other Boards and Positions: ▪QNB Corporation (OTC Bulletin Board: QNBC) since 2020: independent director, member of Audit Committee ▪Institute of Management Accountants since 2020: Global Board of Directors |

  9. Board Membership Criteria

    | | Jeremy Blank | | | Director since 2023 | | | Age 45 | | | Mr. Blank has over 20 years of experience managing investments in public and private companies. Currently, Mr. Blank is the Chief Investment Officer of Community Fund, a global investment firm, a position he has held since October 2020. Previously, he has served as a Partner at York Capital Management, a $15 billion global investment fund, from 2005 through September 2020. Mr. Blank served as a Vice President, Credit Analyst and Investment Banker at Morgan Stanley from 1999 to 2005. Mr. Blank's qualifications to serve as director on the Board include his service on several boards of both private and public companies for over 18 years, with a specific expertise in finance. Other Boards and Positions: ▪Insightec Ltd since 2014: Director, Audit Committee Chair ▪Arq Limited 2015 – 2023: Director ▪Enovix Corp (NASDAQ: ENVX) 2018 - 2021: Director |

  10. Board Membership Criteria

    | | Richard Campbell-Breeden | | | Director since 2023 | | | Age 62 | | | Mr. Campbell-Breeden possesses over 30 years of investment banking and mergers & acquisitions related expertise. He spent 28 years at Goldman Sachs, of which he was a partner for 16 years. During his tenure at Goldman Sachs, Mr. Campbell-Breeden ran the UK investment banking businesses in Europe (London) was Vice Chairman of Investment Banking for Asia Pacific (Hong Kong), was a director of Goldman Sachs (Asia) LLC and was a member of the Asian Commitments Committee. Mr. Campbell-Breeden is the founder of Omeshorn Capital Advisors, a firm that specializes in M&A and capital raising advice, which was founded in 2016. Mr. Campbell-Breeden's qualifications to serve as director on the Board include his service on several public and private company boards, having over 10 years of experience, with a specific expertise in finance. Other Boards and Positions: ▪Julius Bear Group, Swiss bank listed in Zurich, since 2018: Director, Chair of the Nominations and Compensation Committee, member of the Risk and Governance Committee ▪Arq Limited 2018 – 2023: Director, Chairman of the Board ▪Parkinson’s UK, since 2022, Co-chair of Virtual Biotech Fund Raising Board |

  11. Board Membership Criteria

    | | Carol Eicher | | | Director since 2019 | | | Age 65 | | | Ms. Eicher is a retired public company executive with more than 35 years of executive leadership and operational expertise in the chemical industry, most recently as Chief Executive Officer at Innocor, Inc. from 2014-2017. She held senior management roles with Dow Chemical Co., Rohm and Haas Co., Ashland, Inc. and E.I. DuPont de Nemours and Co. In addition, she was CEO and Chair of a private equity portfolio company and led the successful sale of that company. Ms. Eicher's qualifications to serve as director on the Board include her extensive public and private company board leadership experience having served on public company boards for more than 10 years, with a specific expertise in governance. Other Boards and Positions: ▪Arconic Corporation (NYSE: ARNC) since 2020: independent director, member of Governance Committee ▪Tennant Company (NYSE: TNC) since 2008: independent director, Chair of the Governance Committee, member of the Compensation Committee, former member of the Audit Committee ▪A Schulman Company (Nasdaq: SHLM): 2017-2018; independent director and member of the Audit and Compensation Committees ▪Innocor, Inc.: 2014 -2017 CEO; 2017-2018 non-executive board chair |

  12. Board Membership Criteria

    | | Gilbert Li | | | Director since 2016 | | | Age 46 | | | Mr. Li is currently the Co-Founder and Managing Partner of Alta Fundamental Advisers LLC, a private investment company, holding this position since January 2013. From February 1, 2018 to May 1, 2021, Mr. Li also served as a manager on the Board of Managers of Tinuum Group, LLC ("Tinuum Group"), in which we hold equity interests of 42.5% as of December 31, 2023. He has spent his career focused on value-oriented investing across the capital structure. From January 2009 through January 2013, Mr. Li was an investment analyst for JMB Capital Partners, a $1.3 billion hedge fund. He has also previously held the roles of portfolio manager, trader and investment analyst at Merrill Lynch, Watershed Asset Management and J.P. Morgan Investment Management. Mr. Li's qualifications to serve as director on the Board include his over 20 years of industry experience and provides unique insights to various energy, alternative energy, coal and tax credit-related companies. Other Boards and Positions: ▪Alta Fundamental Advisers since 2013: Co-Founder and Managing Partner |

  13. Board Membership Criteria

    | | Julian McIntyre | | | Director since 2023 | | | Age 49 | | | Mr. McIntyre is the principal at McIntyre Partners, a private investment company with interests in energy and infrastructure. Mr. McIntyre is the founder and former Chief Executive Officer of Arq Limited between 2015 and 2023. He has extensive experience as an entrepreneur, founding several companies in the oil and gas, energy, and telecommunications industries. In 2024, Mr. McIntyre became Chairman of Moreld, a leading Norwegian engineering group servicing offshore energy and marine industries. In 2021, Mr. McIntyre was a founding shareholder of Greenfire Resources, a large oil producer in Alberta, Canada. He was, in 2014, the founder of a large natural gas operator in the Rocky Mountains and served as director until 2017. In 2000, Mr. McIntyre founded Gateway Communications, a pan-African telecoms company that provided satellite and terrestrial private networks for multinationals operating in Africa. Mr. McIntyre's qualifications to serve as director on the Board include his service on several public and private company boards, having over 20 years of experience, with a specific expertise in entrepreneurial business growth. Other Boards and Positions: ▪Greenfire Resources Inc. since 2020: Director ▪Aurora Group Plc (‘Moreld’) since 2024: Chairman |

  14. Board Membership Criteria

    | | Robert Rasmus | | | President and Chief Executive Officer, Director since 2023 | | | Age 66 | | | Mr. Rasmus has been the Chief Executive Officer of Arq, Inc. since July 2023. Prior to his appointment as Chief Executive Officer, between 2012 and 2020, Mr. Rasmus served as the Chief Executive Officer and director of Hi-Crush, Inc., a fully integrated provider of proppant and logistics services for hydraulic fracturing operations that Mr. Rasmus founded in 2012. Prior to this, Mr. Rasmus is a Co-Founder and Managing Partner of Red Oak Capital Management, and was President of Thunderbolt Capital Corp., a venture firm focused on start-up and early-stage private equity investments. Mr. Rasmus has a Bachelor of Arts in Government and International Relations from the University of Notre Dame. | | | Other Boards and Positions: •Red Oak Capital Management since 2003: Managing Partner •Tinuum Group since 2024: Director •Tinuum Services since 2024: Director •Eastern Shelf Royalty Fund III since 2022: Director •Headwater Minerals II since 2019: Director •University of Notre Dame Arts & Letters Council since 2009: Member (nonprofit) •Wilson-Sheehan Lab for Economic Opportunity since 2015: Director (nonprofit) •Carestream Health Inc. from 2022 to 2024: Former Director and Chair of the Compensation Committee •Arctic Canadian Diamond Company from 2022 to 2024: Former Director and Chair of the Audit Committee •Hi-Crush Proppants from 2012 to 2020: Former Director •Hi-Crush GP from 2012 to 2020: Former Director |

  15. Board Membership Criteria

    | | L. Spencer Wells | | | Director since 2014 | | | Age 53 | | | Mr. Wells has over 20 years of experience as an investor and financial analyst and is a founding Partner of Drivetrain Advisors, a provider of fiduciary services to the alternative investment community. Prior to founding Drivetrain Advisors in 2013, Mr. Wells served as a Senior Advisor at TPG Special Situations Partners from 2010 to 2012. Mr. Wells was a partner of TPG Special Situations Partners, during which time he helped to create and manage an investment portfolio approximated at $2.5 billion. From 2002 until 2009, Mr. Wells served as a Partner and a member of the Investment Committee at Silverpoint Capital. While at Silverpoint, he covered the energy, chemicals and building products sectors and managed an investment portfolio estimated at $1.3 billion. Mr. Wells has previously served on the Boards of over 20 public and private companies over the last ten years, including Roust Corporation, Affinion Group, Inc. and Syncora Holdings, Ltd. Mr. Wells has extensive executive leadership and financial expertise, having over 20 years of involvement as a financial analyst and senior advisor to various companies. Mr. Wells' qualifications to serve as director on the Board include extensive public and private company board leadership experience having served on public company boards for more than 10 years, with specific expertise in governance of companies undergoing significant change such as asset purchases and sales, in-court or out-of-court restructurings and liability management. Other Boards and Positions: ▪NextDecade Corporation (Nasdaq: NEXT) since 2017: Director, Chair of the Audit Committee, member of the Nominating and Corporate Governance Committee ▪Vantage Drilling International since 2016: Director, Chair of the Compensation Committee, member of the Audit Committee ▪Parker Drilling Company since 2018: Director, Chair of the Compensation Committee, member of the Finance and Strategic Planning Committee, member of the Nominating and Corporate Governance Committee ▪Town Sports International Holdings, Inc. from 2014 to 2020: Director, Chair of the Compensation Committee and member of the Audit Committee ▪Samson Resources II, LLC since 2017: Director ▪Jones Energy, Inc. from 2018 -2019: Director |

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Nominating and Governance Committee has responsibility for reviewing the compensation plan for our non-management directors annually and making recommendations to the entire Board for approval. The Nominating and Governance Committee has not delegated authority to any other person to determine director compensation. Our management has made recommendations to the Nominating and Governance Committee regarding their views as to the appropriate amount and form of compensation (i.e., cash or stock) and tax and accounting ramifications of such compensation. Based on its review of director compensation practices of the Peer Group (as discussed in more detail on page 29) and other market information, the Compensation Committee did not adjust total director compensation for 2023. For the Annual Retainer, a portion of the directors retainer is to be paid at least 50% in the form of restricted Common Stock that vests in four quarterly installments, as described below. As the volume weighted average purchase price of the share awards representing 50% of the retainer for 2023 was below a valuation floor of $3.00, the Compensation Committee approved additional payment in cash for the board term beginning June 14, 2023.

  17. DIRECTOR COMPENSATION

    | Compensation Component | January 1, 2023 - December 31, 2023* | | Annual Retainer | $147,850, with at least 50% paid in restricted stock | | Chair of the Board Retainer | $32,500 | | Chair of the Audit Committee Retainer | 20,000 | | Chair of the Compensation Committee Retainer | 12,500 | | Chair of the Nominating and Governance Committee Retainer | 10,000 | | Compensation Committee Member Service Retainer | 10,000 | | Audit Committee Member Service Retainer | 7,500 | | Nominating and Governance Member Service Retainer | 5,000 | | Board of Managers of Tinuum Group, LLC Service Retainer | $20,000 |

  18. DIRECTOR COMPENSATION

    *Amounts shown are on an annual basis. Unless specified otherwise, all amounts are payable in cash. All directors also receive reimbursement for reasonable out-of-pocket expenses incurred in connection with meetings of our Board. The following table provides information regarding the compensation of our non-employee directors for the fiscal year ended December 31, 2023:

  19. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($) (1) | Stock awards ($) (2)(3) | Total ($) | | Laurie Bergman | 71,795 | 45,834 | 117,629 | | Jeremy Blank | 111,233 | 45,834 | 157,067 | | Richard Campbell-Breeden | 117,066 | 45,834 | 162,900 | | Carol Eicher | 120,252 | 45,834 | 166,086 | | Gilbert Li | 101,919 | 45,834 | 147,753 | | Julian McIntyre | 111,233 | 45,834 | 157,067 | | J. Taylor Simonton (4) | 44,792 | — | 44,792 | | L. Spencer Wells | 153,585 | 45,834 | 199,419 |

  20. DIRECTOR COMPENSATION

    (1) The cash amounts earned by each director are made up of the following amounts:

  21. DIRECTOR COMPENSATION

    | Name | Annual Retainer ($) | Annual Chair Retainer ($) | Annual Committee Retainer ($) | Total ($) | | Laurie Bergman | 58,115 | 10,944 | 2,736 | 71,795 | | Jeremy Blank | 111,233 | — | — | 111,233 | | Richard Campbell-Breeden | 111,233 | — | 5,833 | 117,066 | | Carol Eicher | 92,752 | 10,000 | 17,500 | 120,252 | | Gilbert Li | 92,752 | — | 9,167 | 101,919 | | Julian McIntyre | 111,233 | — | — | 111,233 | | J. Taylor Simonton (4) | 33,472 | 9,056 | 2,264 | 44,792 | | L. Spencer Wells | 92,752 | 45,000 | 15,833 | 153,585 |

  22. DIRECTOR COMPENSATION

    (2) The grant date fair value of the restricted shares granted to non-employee directors in fiscal 2023 is set forth in the following table and is computed in accordance with FASB ASC Topic 718, based on the closing price per share on the date of grant.

  23. DIRECTOR COMPENSATION

    | Grantees | Shares (per director) | Grant Date Fair Value (per director) | Grant Date | | Bergman, Blank, Campbell-Breeden, Eicher, Li, McIntyre and Wells | 24,642 | $45,834 | 7/1/2023 |

  24. DIRECTOR COMPENSATION

    (3) As of December 31, 2023, our non-employee directors held the following number of shares of unvested restricted stock, which were granted in 2023: Ms. Bergman — 12,322, Mr. Blank — 12,322, Mr. Campbell-Breeden — 12,322, Ms. Eicher — 12,322, Mr. Li — 12,322, Mr. McIntyre — 12,322 and Mr. Wells — 12,322. (4) Mr. Simonton did not stand for re-election at the 2023 Annual Meeting and ceased being a director at that time.

  25. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding compensation earned by or awards to our NEOs during fiscal years 2023 and 2022:

  26. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Robert Rasmus | 2023 | 21,154 | 125,000 | 130,500 | 730,000 | — | 4,385 | 1,011,039 | | Chief Executive Officer | 2022 | — | — | — | — | — | — | — | | Jeremy Williamson | 2023 | 87,500 | 100,000 | 273,247 | — | — | 5,625 | 466,372 | | Chief Operating Officer | 2022 | — | — | — | — | — | — | — | | Joe M. Wong | 2023 | 329,459 | 143,820 | 634,501 | — | 239,539 | 18,972 | 1,366,291 | | Chief Technology Officer | 2022 | 312,710 | 61,200 | 267,193 | — | 241,803 | 18,222 | 901,128 | | Morgan Fields | 2023 | 286,088 | 203,200 | 119,701 | — | 213,180 | 9,900 | 832,069 | | Former Chief Accounting Officer | 2022 | 279,019 | 101,600 | 237,794 | — | 181,545 | 9,150 | 809,108 | | Greg P. Marken | 2023 | 333,373 | 335,800 | 404,376 | — | 540,132 | 477,744 | 2,091,425 | | Former President, Chief Executive Officer and Treasurer | 2022 | 470,085 | 184,000 | 463,461 | — | 545,100 | 12,428 | 1,675,074 |

  27. Summary Compensation Table

    (1)Because the Short-Term Incentive Plan (the "STIP") has mandatory performance measures that must be achieved before there is any payout to NEOs, amounts paid under the STIP are shown in the Non-Equity Incentive Plan Compensation column of the table, rather than the Bonus column. Amounts earned in 2022 represent retention awards paid to the NEOs, as described in more detail under "Narrative Disclosure to Summary Compensation Table - Retention Agreements" below. Amounts earned in 2023 consisted of retention awards, described in more detail under "Narrative Disclosure to Summary Compensation Table - Retention Agreements" below, or sign-on bonuses paid, as applicable, per NEO. (2)The amounts in this column represent the aggregate grant date fair values of restricted stock awards ("RSAs") and performance share units ("PSUs") computed in accordance with FASB ASC Topic 718. These grant date fair values have been determined based on the assumptions and methodologies discussed in Note 12 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The PSU award to Mr. Rasmus is subject to a market-based price hurdle requirement and has been included in the table above based on the maximum payout upon achievement of the vesting requirement. Mr. Wong has PSUs subject to the completion of certain performance-based metrics, which have been included in the table above based on the maximum payout upon achievement of the vesting requirement. The PSU awards to Mr. Williamson and certain of the PSU awards to Mr. Wong are subject to market-based performance conditions relating to the relative placement of the Company’s total stockholder return ("TSR") for the three-year performance period as compared to the respective TSRs of a specified group of peer companies. The table below presents the market based PSU awards granted for the fiscal year ended December 31, 2023 based on an earned percentage of 100% (grant date fair value disclosed above) and an earned percentage of 200%, which is the highest level of performance conditions that can be achieved. The difference between the "Stock Award" amounts in the table above and the "PSU-if earned, target ($)" amounts in the table below represents the grant date fair values attributable to the RSAs and other awards included at potential maximum payout.

  28. Summary Compensation Table

    | Name | PSU - if earned, target ($) | PSU - if earned, maximum ($) | | Jeremy Williamson | 102,419 | 204,838 | | Joe M. Wong | 74,958 | 149,916 |

  29. Summary Compensation Table

    (3)The amounts in this column represent the aggregate grant date fair value of the inducement option award to Mr. Rasmus computed in accordance with FASB ASC Topic 718. These grant date fair values have been determined based on the assumptions and methodologies discussed in Note 12 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These options have an exercise price of $3.00 and vest ratably in three equal annual installments (4)The amounts in this column represent the bonuses earned for the applicable year under the STIP. (5)The All Other Compensation amounts for each NEO for 2023 are made up of the amounts in the table below:

  30. Summary Compensation Table

    | Name | Matching contributions to 401(k) ($) | Severance ($) | Other ($) (A) | Total ($) | | Robert Rasmus | 4,385 | — | — | 4,385 | | Jeremy Williamson | 5,625 | — | — | 5,625 | | Joe M. Wong | 9,900 | — | 9,072 | 18,972 | | Morgan Fields | 9,900 | — | — | 9,900 | | Greg P. Marken | 9,900 | 455,844 | 12,000 | 477,744 |

  31. Summary Compensation Table

    (A) The amounts in this column represents premiums paid by the Company for an individual disability insurance policy maintained for Mr. Wong for up to $102,000 per year, and the amount paid to Mr. Marken for a consulting agreement subsequent to his termination.

  32. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information regarding outstanding Option, RSA and PSU equity awards held by our NEOs as of December 31, 2023.

  33. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of shares that have not vested (#) | Market value of shares that have not vested ($)(2) | Equity incentive plan awards: number of unearned units that have not vested (#) | Equity incentive plan awards: market or payout value of unearned units that have not vested ($)(2) | | Robert Rasmus | — | 1,000,000 | 3.00 | 7/17/2033 | — | — | 400,000(10) | 1,192,000 | | Jeremy Williamson | — | — | — | — | 52,292(5) | 155,830 | 25,734(9) | 76,687 | | | — | — | — | — | 50,000(6) | 149,000 | — | — | | Joe M. Wong | — | — | — | — | 5,629(3) | 16,774 | — | — | | | — | — | — | — | 11,140(4) | 33,197 | 8,355(8) | 24,898 | | | — | — | — | — | 30,225(5) | 90,071 | 15,113(9) | 45,037 | | | — | — | — | — | — | — | 200,000(11) | 596,000 | | Morgan Fields | — | — | — | — | 4,867(7) | 14,504 | — | — | | | — | — | — | — | 4,594(7) | 13,690 | — | — | | | — | — | — | — | 9,915(7) | 29,547 | — | — | | | — | — | — | — | 26,899(7) | 80,159 | — | — | | Greg P. Marken | — | — | — | — | — | — | 7,994(8) | 23,822 | | | — | — | — | — | — | — | 9,917(9) | 29,553 |

  34. Outstanding Equity Awards at Fiscal Year End

    (1) The option award vests ratably in three equal annual installments on each anniversary of the date of grant, July 17, 2023. (2) The market value of RSAs and PSUs that have not vested is calculated using the closing price of $2.98 of our Common Stock on December 29, 2023, the last trading day of 2023. The market value of PSUs is calculated based upon an earned amount as of December 31, 2023. (3) These RSAs vested in full on March 23, 2024. (4) These RSAs vest ratably on March 23, 2024 and March 23, 2025. (5) These RSAs vest ratably on March 23, 2024, March 23, 2025 and March 23, 2026. (6) 25,000 of these RSAs vested on March 18, 2024. The remaining unvested RSAs vest ratably on September 18, 2024, September 18, 2025 and September 18, 2026. (7) These RSAs vested in full on January 9, 2024. (8) These PSUs vest on March 10, 2025. The PSUs are subject to a three-year performance period ending December 31, 2024. The award is reported at an earned percentage of 50%, representing threshold performance. (9) These PSUs vest on March 10, 2026. The PSUs are subject to a three-year performance period ending December 31, 2025. The award is reported at an earned percentage of 50%, representing threshold performance. (10) Consists of an inducement grant of PSUs, of which 250,000 RSUs vest if and when the volume weighted average price ("VWAP") of the Common Stock over a 30-day period equals $10.00 per share and 150,000 PSUs vest when the VWAP over a 30-day period equals $15.00 per share, in each case, prior to the third anniversary of the date of grant. (11) RSUs vest, if at all, upon achievement of certain performance-related targets, in the case of 100,000 RSUs, no later than July 1, 2024, and in the case of 100,000 RSUs, no later than December 31, 2024.

  35. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure (the "Pay Versus Performance Disclosure") describes the relationship between executive compensation and the Company's performance with respect to select financial measures. For a complete description regarding the Company's compensation program, please see "Executive Compensation."

  36. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Mr. Rasmus (1) | Summary Compensation Table Total for Mr. Marken (1) | Compensation Actually Paid to Mr. Rasmus (2) | Compensation Actually Paid to Mr. Marken (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return (3) | Net Income (Loss) (in thousands) (4) | | 2023 | $1,011,039 | $2,091,425 | $2,494,877 | $1,430,455 | $888,244 | $1,065,965 | $54.18 | $(12,249) | | 2022 | $— | $1,675,074 | $— | $951,708 | $855,118 | $513,560 | $44.18 | $(8,917) | | 2021 | $— | $1,001,273 | $— | $1,155,131 | $499,112 | $553,351 | $120.36 | $60,401 |

  37. PAY VERSUS PERFORMANCE

    (1)Compensation for the Company's Principal Executive Officer (the "PEO"), Greg Marken from January 1, 2023 through July 17, 2023, Robert Rasmus for the remainder of 2023, and Greg Marken for 2022 and 2021 reflects the amount reported in the "Summary Compensation Table" for the respective years. Average compensation for non-PEO NEOs is based on the compensation for Morgan Fields, Jeremy Williamson, and Joe Wong for 2023, and Morgan Fields and Joe Wong for 2022 and 2021 (collectively, the "non-PEO NEOs") reported in the "Summary Compensation Table" for the respective years. (2)SEC rules require that certain adjustments be made to the total compensation set forth in the "Summary Compensation Table" in order to determine "compensation actually paid" for purposes of this Pay Versus Performance Disclosure. "Compensation actually paid" does not represent cash and/or equity value transferred to the applicable NEO, but rather is a value calculated under applicable SEC rules. The below table reflects the required adjustments to reconcile total compensation as set forth in the Summary Compensation Table to "compensation actually paid" for purposes of the Pay Versus Performance Disclosure.

  38. PAY VERSUS PERFORMANCE

    | | Mr. Rasmus 2023 | Mr. Marken 2023 | Non-PEO NEOs 2023 | | Summary Compensation Table Total | $1,011,039 | $2,091,425 | $888,244 | | Less stock award value reported in Summary Compensation Table for the covered year | (860,500) | (404,376) | (342,483) | | Plus the year-end fair value of outstanding unvested awards granted in covered year | 2,344,338 | 90,641 | 490,440 | | Plus (less) change in year-end fair value of outstanding and unvested awards granted in prior years | — | 8,727 | 39,905 | | Fair value as of the vesting date of vested awards granted in the covered year | — | 51,493 | — | | Plus (less) change in fair value of awards granted in prior years that vested in the covered year | — | (24,515) | (4,457) | | Less the prior year-end fair value of awards forfeited during the covered year | — | (382,940) | (5,684) | | Compensation Actually Paid | $2,494,877 | $1,430,455 | $1,065,965 |

  39. PAY VERSUS PERFORMANCE

    Fair values of equity awards set forth in the table above are computed in accordance with FASB ASC Topic 718 as of the end of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. The valuation methodologies applied do not materially differ from the valuation methodologies applied at the time of grant. (3)TSR is calculated based on the value of an initial fixed $100 investment in the Company. Further, the TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2021, 2022 and 2023, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (4)Reflects "Net Income (Loss)" as reported in the Company's Consolidated Statements of Operations included in the Company's Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022 and 2021.

  40. Relationships Between Executive Compensation Actually Paid and Select Financial Performance Measures

    Relationships Between Executive Compensation Actually Paid and Select Financial Performance Measures The charts below are based on the information provided in the above table to illustrate the relationships between the Company's compensation actually paid to the PEO and the average compensation actually paid to the Company's non-PEO NEOs, and (i) the Company's cumulative total shareholder return and (ii) the Company's net income (loss). (1) Mr. Rasmus’s 2023 Compensation actually paid is primarily comprised of increased fair value of unvested option and PSU awards driven by increases in Arq, Inc. common share prices from the grant date of July 17, 2023 to the end of our fiscal year. Arq, Inc.’s common stock closed at $1.59 on July 17, 2023, and $2.98 on December 31, 2023.