ades-20240429

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

______________________________________

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ARQ, INC.

(Name of Registrant as specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 29, 2024

Dear Fellow Stockholder:

On behalf of the Board of Directors, we are pleased to invite you to the 2024 Annual Meeting of Arq, Inc.'s Stockholders, which will be held at 9:00 a.m. (Mountain Time) on June 10, 2024. We are pleased to announce that this year’s Annual Meeting will again be a virtual meeting via live webcast on the Internet. You will be able to electronically attend the Annual Meeting and vote during the meeting by visiting www.virtualshareholdermeeting.com/ARQ2024. To enter the Annual Meeting, you will need the 16-digit control number located on the Notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. We recommend that you log in at least 10 minutes before the meeting to ensure you are logged in when the meeting starts.

At the Annual Meeting, you will be asked to elect eight directors named in the Proxy Statement, provide your advisory approval of our executive compensation, ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, approve the Arq, Inc. 2024 Omnibus Incentive Plan, and approve the Seventh Amendment of the Company's Tax Asset Protection Plan.

The accompanying notice of meeting and this Proxy Statement provide specific information about the Annual Meeting and explain the various proposals. Please read these materials carefully.

Thank you for your continued support of and interest in our Company.

Robert Rasmus

Chief Executive Officer

Arq, Inc.

8051 E. Maplewood Ave., Ste. 210

Greenwood Village, Colorado 80111

Telephone: (888) 822-8617

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The Annual Meeting of Stockholders of Arq, Inc. ("ARQ" or the "Company"), a Delaware corporation, will be held at 9:00 a.m. (Mountain Time) on June 10, 2024 via live webcast on the Internet, which can be accessed by visiting www.virtualshareholdermeeting.com/ARQ2024, where you will be able to electronically attend the Annual Meeting and vote on the following:

1. To elect eight directors of the Company named in this Proxy Statement;

2. To approve, in an advisory vote, our executive compensation;

3. To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

4. To approve our 2024 Omnibus Incentive Plan;

5. To approve the Seventh Amendment of the Company's Tax Asset Protection Plan; and

6. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Stockholders of record at the close of business on April 12, 2024 are entitled to notice of and to vote at the Annual Meeting. The approximate date on which the proxy materials, including this Proxy Statement, are first being made available to stockholders is April 29, 2024.

Our stockholders are cordially invited to attend the Annual Meeting via a virtual meeting. Stockholders of record and many of our stockholders will be able to electronically attend the Annual Meeting as well as vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/ARQ2024 and entering the 16‐digit control number included in our notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. We recommend that you log in at least 10 minutes before the meeting to ensure you are logged in when the meeting starts. For specific instructions, please refer to "General Matters" in this proxy statement and the instructions on the proxy card.

Please call our toll-free number (888-822-8617) if you have questions concerning the meeting.

By Order of the Board of Directors,

Robert Rasmus
Chief Executive Officer

April 29, 2024

Important Notice

Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 10, 2024

The Company's Proxy Statement and Annual Report to Stockholders are Available at: www.proxyvote.com

TABLE OF CONTENTS


						Page
General Matters						6
Proposal One - Election of Directors						8
Corporate Governance						10
Related Person Transactions						20
Director Compensation						21

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters						23
Proposal Two - Advisory Approval of Executive Compensation						25
Executive Compensation (including Compensation Discussion and Analysis)						25

Proposal Three - Ratification of Independent Registered Accounting Firm						39
Report of the Audit Committee						40
Independent Registered Public Accounting Firm						41
Audit Committee Approval of Services						41
Proposal Four - Approval of Arq 2024 Omnibus Incentive Plan						42
Proposal Five - Approval of Tax Asset Protection Plan						50

Other Matters						54
Appendix A						72


Proxy Voting Card						75

Please note that website references throughout this document are provided for convenience only, and the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.

PROXY STATEMENT - GENERAL MATTERS

This Proxy Statement is furnished to the stockholders of Arq, Inc., a Delaware corporation, ("Arq" or the "Company," formerly known as Advanced Emissions Solutions, Inc.) in connection with the solicitation of proxies by the Company's Board of Directors (the "Board"), to be voted at our annual meeting of stockholders ("Annual Meeting" or "meeting" or "annual meeting") to be held at 9:00 AM (Mountain Time) on Monday, June 10, 2024, via virtual meeting, and any postponements or adjournments thereof. This Proxy Statement and accompanying form of proxy are first being made available to our stockholders on or about April 29, 2024. The shares represented by all proxies that are properly executed and submitted will be voted at the meeting in accordance with the instructions indicated thereon, and if no instructions are given, then to the extent permitted by law, in the discretion of the proxy holder. Throughout this Proxy Statement, the terms "we," "us," "our" and "our Company" refer to Arq, Inc. and, unless the context indicates otherwise, our consolidated subsidiaries.

PARTICIPATION IN VIRTUAL MEETING

In accordance with Delaware law, the Board has authorized that the Annual Meeting be held via virtual meeting, and accordingly, stockholders and proxy holders virtually attending the Annual Meeting are deemed present in person for purposes of determining the presence of a quorum.

For stockholders of record, the only item of information needed to access the Annual Meeting from the website is the 16-digit control number located in the Notice of Internet Availability of Proxy Materials or on your proxy card. If your shares are held in street name (as explained below) and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a "legal proxy" in order to be able to attend, participate in or vote at the annual meeting.

Please have the Notice of Internet Availability of Proxy Materials or proxy card in hand when you access the website and then follow the instructions.

VOTING RIGHTS AND VOTE REQUIRED

Our Board has fixed the close of business on April 12, 2024 as the record date (the "Record Date") for determination of stockholders entitled to notice of and to vote at the meeting. On the Record Date, 33,474,983 shares of our common stock were issued and outstanding, each of which entitles the holder thereof to one vote on all matters that may come before the Annual Meeting.

We do not have any class of voting securities outstanding other than our common stock. A minimum of one-third of the shares of our common stock issued and outstanding entitled to vote at the Annual Meeting must be represented at the Annual Meeting in person or by proxy in order to constitute a quorum. An abstention or a "broker non-vote" (as explained below) will be counted as present for determining whether the quorum requirement is satisfied. If a quorum exists, actions or matters other than the election of the Board are approved if the votes cast in favor of the action exceed the votes cast opposing the action unless a greater number is required by the Delaware General Corporation Law (the "DGCL") or our Second Amended and Restated Certificate of Incorporation. In accordance with our bylaws, our Board designated any uncontested election of directors, including election of directors at this Annual Meeting, as a proposal to be subject to the plurality voting standard. As such, the eight nominees receiving the highest number of votes cast will be elected as directors. Cumulative voting is not allowed for any purpose.

If, as of the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then that firm or organization is the stockholder of record for purposes of voting at the Annual Meeting and you are considered the beneficial owner of shares held in "street name." If you are a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares held in your account. If you do not instruct your broker or other agent on how to vote your shares, your broker or other agent, in its discretion, may vote your shares on routine matters or they may elect not to vote your shares. Whether or not a matter is routine is subject to the determination by the stock exchange. When a broker or other agent holding shares for a beneficial holder does not receive voting instructions from the beneficial owner and the broker or other agent does not have discretionary voting power on the matter(s), it will result in a "broker non-vote" for the matters on which the broker or other agent

cannot vote. Broker non-votes on a particular proposal are considered present for purposes of determining a quorum, but will not be treated as votes cast with respect to any proposal.

Abstentions and "broker non-votes" will have no effect on the outcome of proposals voted upon at the Annual Meeting, except we do not expect there to be any "broker non-votes" for purposes of the ratification of our independent registered public accounting firm, as broker or other agents are expected to have discretionary authority to vote on this proposal (although they are not required to do so).

Unless instructions to the contrary are marked, or if the proxy card is properly executed but no instructions are specified, shares represented by proxies will be voted as follows:

FOR ALL the persons nominated by the Board for Directors for election at the Annual Meeting, being: Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, Gilbert Li, Julian McIntyre, Robert Rasmus and L. Spencer Wells;

FOR the approval, on an advisory basis, of the compensation of the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including compensation tables and narrative discussion as set forth under the Executive Compensation section of this Proxy Statement;

FOR the ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024;

FOR the approval of the Arq, Inc. 2024 Omnibus Incentive Plan; and

FOR the approval of the Seventh Amendment of the Company's Tax Asset Protection Plan.

We do not know of any other matter or motion to be presented at the Annual Meeting. If any other matter or motion should be presented at the Annual Meeting upon which a vote must be properly taken, to the extent permitted by law, the persons named in the accompanying form of proxy intend to vote such proxy in the discretion of such person as the directors of the Company may recommend, including any matter or motion dealing with the conduct of the Annual Meeting.

Voting by Mail, via the Internet or by Telephone

Stockholders whose shares are registered in their own names may vote by mailing a completed proxy card, via the internet or by telephone. Instructions for voting via the internet or by telephone are set forth on the included proxy card. To vote by mailing a proxy card, sign and return the available proxy card to the address set forth on the proxy card and your shares will be voted at the Annual Meeting in the manner you direct. If no directions are specified but the proxy card is properly executed, your shares will be voted as described above.

If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares over the internet or by telephone rather than by mailing a completed voting instructions card provided by the bank or brokerage firm. Please check the voting instructions card provided by your bank or brokerage house for availability and instructions. If internet or telephone voting is unavailable from your bank or brokerage house, please complete and return the voting instructions card provided by the bank or brokerage firm.

Any stockholder who completes a proxy or votes via the internet or by telephone may revoke the action at any time before it is exercised at the Annual Meeting by delivering written notice of such revocation to the Company's General Counsel and Secretary (Clay Smith), 8051 E. Maplewood Ave., Ste. 210, Greenwood Village, Colorado 80111, by submitting a new proxy executed at a later date, or by joining the virtual meeting and voting such stockholder's shares in a manner different to his, her, or its previously completed proxy card.

The Company is bearing the costs of this solicitation of proxies. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by certain of our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities.

PROPOSAL ONE

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:

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)

n = Chair

u = Member

(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:


Total number of Directors:	8

	Female	Male	Non-Binary	Did not disclose gender
Gender Identity	2	6	—	—

Demographic Background:
Asian	—	1	—	—
White	2	5	—	—

Director Compensation information for the fiscal year ended December 31, 2023 can be found under the "Director Compensation" section of this Proxy Statement.

Board Recommendation

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.

CORPORATE GOVERNANCE

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:

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

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

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

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

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

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

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

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

Director Independence

Currently our board of directors consists of six independent directors, as defined under the applicable Nasdaq listing standards (Laurie Bergman, Richard Campbell-Breeden, Carol Eicher, Gilbert Li, Julian McIntyre, and L. Spencer Wells). The Board determined that Mr. Blank is not independent due to his affiliation with the Community Fund, as described below under "Related Person Transactions." The Board considered Mr. McIntyre's prior employment with Legacy Arq, which terminated upon him becoming a director of the Company and determined that it would not impair Mr. McIntyre's independence under the applicable SEC and Nasdaq rules.

The Board maintains audit, compensation, and nominating and governance committees, each of which was at all times during 2023, currently comprised of, and will continue to be comprised as of the Annual Meeting and thereafter solely of independent directors under applicable independence standards of the Nasdaq listing rules.

Board and Committee Meetings and Attendance at Meeting of Stockholders

The Board currently has three committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee.

The Board met 12 times in 2023. At each of the Board meetings, the independent directors then serving on the Board were polled to determine if they believed an "executive session" was needed. In 2023, the Board or Committees held 15 executive sessions of independent directors where management of the Company could be excluded from a portion or all of the session. The Audit Committee met six times in 2023. The Compensation Committee met seven times in 2023. The Nominating and Governance Committee met five times in 2023. All of the incumbent directors attended more than 75% of the meetings of the Board and the committees of which they were members during 2023.

Directors are expected to attend all Board and respective Committee meetings. In addition, directors are expected to make their best efforts to attend the Company's annual meeting of stockholders either in person or telephonically. All incumbent directors attended last year's Annual Meeting of Stockholders.

Stockholder Communications to Directors

Any stockholder or any other interested party may communicate directly with the Board (or any individual director or Chair of the Board) by writing to the Chair of the Board, Arq, Inc., 8051 E. Maplewood Ave., Ste. 210 Greenwood Village, Colorado 80111 or by emailing the Board through the "Contact" page on our website at www.arq.com. Any such communication should state the number of shares owned of record or beneficially owned by the stockholder making the communication. Provided that such communication addresses a legitimate business issue, the Company or the Chair will forward the stockholder's communication to the appropriate director. For any communication relating to accounting, auditing or fraud, such communication will be forwarded promptly to the Chair of the Audit Committee.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct that includes a code of ethics as defined in Item 406(b) of SEC Regulation S-K. Our Code of Ethics and Business Conduct incorporates our Insider Trading Policy, which applies to our officers, directors, and employees, including the principal executive officer, principal financial officer, principal accounting officer or controller or other persons performing similar functions. A copy of our Code of Ethics and Business Conduct is available on our investor relations website at ir.arq.com. We intend to disclose any amendments to our Code of Ethics and Business Conduct, or waivers of such provisions granted to executive officers and directors, on our website in accordance with, and to the extent required by, the SEC and Nasdaq rules. Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.

Board Leadership Structure and Role in Risk Oversight

We have a policy of keeping the roles of Chief Executive Officer and Chair of the Board separate, and the roles are currently filled by two different individuals. We believe this arrangement is appropriate as it recognizes the distinction between the role played by the Chief Executive Officer ("CEO"), whose position is more heavily oriented towards day-to-day management, and the Chair, whose role as an independent director is to oversee the Board and participate in and chair executive sessions of the Board.

Our Board is responsible for establishing broad corporate policies and monitoring the overall performance of the Company. However, in accordance with corporate legal principles, the Board is not involved in day-to-day operating matters. Members of the Board are kept informed of the Company's business by participating in Board and committee meetings, by reviewing analysis and reports sent to them periodically and monthly, and through discussions with the CEO and other officers.

Our Board receives quarterly updates from our CEO and other members of executive management regarding enterprise risks, including operation, financial, legal and regulatory and strategic. These risks are evaluated on a short-term, intermediary and long-term basis. Management has a systemic and integrated approach to overall risk management that includes the identification of risks and mitigation plans.

The Board has designated the Audit Committee to oversee risk management, including cybersecurity, and the Audit Committee periodically reports to the Board regarding briefings provided by management and advisors, as well as its own analysis and conclusions regarding the adequacy of the Company's risk management processes. In addition to this compliance program, the Board encourages management to promote, and management is committed to promoting, a corporate culture that incorporates risk management into the Company's strategy and day-to-day business operations. The Board and management continually work together to assess and analyze our most likely areas of risk.

Audit Committee

Our Board has appointed an Audit Committee currently consisting of Mses. Bergman and Eicher, and Mr. Wells. Ms. Bergman currently serves as the Chair of the Audit Committee. Our Board determined that Mses. Bergman and Eicher and Mr. Wells are each an "audit committee financial expert." Each Audit Committee member is "independent" under the applicable independence standards of the SEC and Nasdaq Stock Market, including heightened independent standards applicable to audit committee members, and a brief listing of their relevant experience is stated in their biography above under the caption entitled "Directors of the Company."

The role and functions of the Audit Committee are set out in the Audit Committee Charter. The role of the Audit Committee is one of oversight of the services performed by the Company's independent registered public accounting firm. The Audit Committee's functions include the following:

▪Reviewing and assessing the Audit Committee Charter annually;

▪Overseeing the Company's compliance with legal and regulatory requirements, including the Code of Ethics and Business Conduct and approving related party transactions;

▪Overseeing the Company's processes to identify and manage business and financial risk;

▪Appointing, approving the compensation of, and reviewing the Company's relationships with, its independent registered public accounting firm and/or other auditors and assessing the impact such relationships may have on the auditors' objectivity and independence;

▪Taking other appropriate action to evaluate the independence of the outside auditors;

▪Reviewing and considering the matters identified in Public Company Accounting Oversight Board ("PCAOB") professional auditing standards with the outside auditors and management;

▪Reviewing and discussing the Company's financial statements and report on internal control with the outside auditors;

▪Reviewing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; and

▪Reporting to the Board on all such matters. In performing its oversight function, the Audit Committee relies upon advice and information received in its discussions with the Company’s management and independent registered public accounting firm.

The Audit Committee pre-approves all audit or non-audit services performed by our independent registered public accounting firm in accordance with Audit Committee policy and applicable law.

The Audit Committee has a written charter, a copy of which is available on our investor relations website at ir.arq.com under the "Corporate Governance Docs" section of "Corporate Governance." Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.

Compensation Committee

Our Board has appointed a Compensation Committee currently consisting of Messrs. Wells and Campbell-Breeden, and Ms. Eicher. Mr. Wells currently serves as the Chair of the Compensation Committee. The responsibilities of the Compensation Committee, as set forth in the Compensation Committee Charter, include reviewing our executive compensation programs to analyze their alignment with attracting, retaining and motivating our executive officers to achieve our business objectives; establishing annual and long-term performance goals for our executive officers and evaluating their performance in light of such goals; reviewing, approving and, when appropriate, making recommendations concerning our long-term incentive plans; reviewing and making recommendations regarding stockholder proposals related to compensation; and administering our equity-based and employee benefit plans.

Each year, the Compensation Committee reviews, modifies (if necessary), and approves the goals and objectives relevant to the compensation of the Chief Executive Officer and the other Named Executive Officers, as well as the executive compensation program as a whole, including performance goals for the annual cash incentive program, if applicable, and long-term equity awards. In addition, the Compensation Committee is responsible for reviewing the performance of the Chief Executive Officer within the framework of our executive compensation goals and objectives. Based on this evaluation, the Compensation Committee sets the compensation of the Chief Executive Officer. See "Executive Compensation" below for additional information.

The Compensation Committee has a written charter, a copy of which is available on our investor relations website at ir.arq.com under the "Corporate Governance Docs" section of "Corporate Governance." Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.

Nominating and Governance Committee

Our Board has appointed a Nominating and Governance Committee currently consisting of Mses. Eicher and Bergman, and Mr. Li. Ms. Eicher currently serves as the Chair of the Nominating and Governance Committee.

The responsibilities of the Nominating and Governance Committee include:

▪Reviewing and recommending to the Board the size and composition of the Board;

▪Identifying and recommending director nominees for election to the Board;

▪Reviewing non-management director compensation;

▪Submitting the same to the entire Board for approval;

▪Overseeing the annual self-evaluation of the Board;

▪Recommending the structure and composition of Board committees to the entire Board for approval;

▪Monitoring in conjunction with the Audit Committee compliance with our Code of Ethics and Business Conduct;

▪Approving any waivers thereto with respect to directors and executive officers;

▪Recommending individuals to serve as Chair of the Board and periodic review of the Chief Executive Officer; and

▪Reviewing the Chief Executive Officer's recommendations for individuals to serve as executive officers and analyzing and recommending such persons to the Board.

Director nominees are generally identified by our directors, stockholders, officers or third party search firm based on industry and business contacts. Regardless of the source of the nomination, nominees are evaluated by the Nominating and Governance Committee, other members of the management team and the Board, as deemed appropriate by the Nominating and Governance Committee. The Nominating and Governance Committee then presents qualified candidates to the Board for a final discussion and vote.

We do not have a formal policy with respect to the consideration of diversity in the identification of director nominees, but the Nominating and Governance Committee strives to select candidates for nomination to the Board with a variety of backgrounds and complementary skills so that, as a group, the Board possesses the appropriate talent, skills, perspectives and expertise to oversee the Company's businesses. The Board assesses its effectiveness in this regard as part of the annual board and director evaluation process.

Under the Nominating and Governance Committee Charter, the Nominating and Governance Committee will consider nominees submitted by our stockholders. Recommendations of individuals that meet the criteria set forth in the Nominating and Governance Committee Charter for election at our 2025 annual meeting of stockholders may be submitted to the Nominating and Governance Committee in care of Clay Smith, General Counsel and Secretary, at 8051 E. Maplewood Ave., Ste. 210, Greenwood Village, Colorado 80111 no earlier than January 11, 2025 and no later than February 10, 2025. The Nominating and Governance Committee evaluates nominees recommended by stockholders using substantially the same criteria it uses to evaluate all other candidates.

The Nominating and Governance Committee has a written charter, a copy of which is available on our investor relations website at ir.arq.com under the "Corporate Governance Docs" section of "Corporate Governance." Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.

RELATED PERSON TRANSACTIONS

The charter of our Audit Committee requires all related person transactions to be reviewed and approved by the Audit Committee. A related person transaction is, defined as any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements, or relationships, in which (a) the aggregate amount involved will or may be expected to exceed $120,000, (b) the Company is a participant, and (c) any Related Person has or will have a direct or indirect material interest (other than solely as a result of being a director or trustee (or any similar position) or a less than 10 percent beneficial owner of another entity). A "Related Person" is any (a) person who is an executive officer, director, or nominee for election as a director of the Company, (b) greater than five percent beneficial owner of our outstanding common stock, or (c) Immediate Family Member of any of the foregoing. An "Immediate Family Member" is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any person (other than a tenant or employee) sharing the household of a person. We do not have written policies or procedures for related person transactions but rely on the Audit Committee’s exercise of business judgment, consistent with Delaware law, in reviewing such transactions.

Other than transactions described below, there have not been any "related person" transactions that require disclosure under Item 404 of Regulations S-K.

In connection with the Arq Acquisition, the Company appointed three new directors to the Board (the "New Directors"), each of whom was a director of Legacy Arq, and was considered a related person as of the Acquisition Date. New Directors included Jeremy Blank, Richard Campbell-Breeden and Julian McIntyre.

Also, on February 1, 2023, the Company entered into Subscription Agreements (the "Subscription Agreements") with certain persons (the "Subscribers") pursuant to which the Subscribers subscribed for and purchased shares of Common Stock for an aggregate purchase price of approximately $15.4 million and at a price per share of $4.00 (the "PIPE Price Per Share" and such transaction, the "PIPE Investment"). The securities issued to the Subscribers under the Subscription Agreements were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Rule 506 of Regulation D, which is promulgated thereunder, and Regulations S of the Securities Act. Messrs. Blank, Campbell-Breeden and McIntyre, either individually or through their affiliated entities were Subscribers in the PIPE Investment in the amount of $2.5 million, $0.2 million, and $4.8 million, respectively.

On August 19, 2022, the Company and CF Global Credit, LP ("CF Global") executed a commitment letter pursuant to which CF Global offered to provide a $10.0 million term loan (the "Term Loan") to the Company, of which $8.5 million was the net proceeds. The proceeds of the Term Loan are intended to be utilized for the general corporate purposes of the Company and its subsidiaries.

As a requirement of the Purchase Agreement, and on February 1, 2023, the Company, as borrower, certain of its subsidiaries, as guarantors, and CF Global, as administrative agent and lender, entered into the Term Loan upon execution of a Term Loan and Security Agreement. CF Global is an affiliate of one of the Company's directors, Jeremy Blank, who is Chief Investment Officer of Community Fund. Mr. Blank was appointed on February 1, 2023 in conjunction with the Arq Acquisition and was considered a related person effective February 1, 2023. Mr. Blank is entitled to a portion of interest and fees related to the Term Loan given his ownership position in CF Global, which amount was in excess of $120,000 during the last completed fiscal year.

On July 14, 2023, the Board appointed Mr. Robert Rasmus to the positions of President and Chief Executive Officer effective July 17, 2023. On July 17, 2023, we entered into a subscription agreement (the "Subscription Agreement") with Mr. Rasmus and entities controlled by Mr. Rasmus, in connection with his appointment as our President and Chief Executive Officer. Pursuant to the Subscription Agreement, Mr. Rasmus subscribed for and agreed to purchase 950,000 shares of our common stock, par value $0.001 per share, from the Company for an aggregate purchase price of $1.8 million (at a price per share of approximately $1.90). In September 2023, the Company received cash of $1.0 million and issued 527,779 shares of common stock to Mr. Rasmus pursuant to the Subscription Agreement. Mr. Rasmus was considered a related person for the purposes of the Subscription Agreement.

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.


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

*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:


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

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


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

(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.

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

(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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Common Stock

The following table provides information with respect to the beneficial ownership of our Common Stock by: (1) each current director of the Company or director nominee, (2) each named executive officer currently serving the Company, (3) all directors and executive officers as a group, and (4) each person beneficially owning more than 5% of our outstanding Common Stock. We base the share amounts shown on each person's beneficial ownership as of April 12, 2024, including options exercisable, or shares issuable upon settlement of restricted stock units, within 60 days thereof, unless we indicate some other basis for the share amounts. Percentage ownership is calculated based on 33,475,454 shares outstanding as of April 12, 2024, including securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act. For persons beneficially owning more than 5% of our outstanding Common Stock, we have used the most recent ownership filings related to the below table. Except as noted below, each of the persons named below has sole voting and investment power for the respective shares.


Named Executive Officers, Directors and Director Nominees (1)	Current Shares Beneficially Owned (1)	Percent of Shares Beneficially Owned
Laurie Bergman	24,642	*
Jeremy Blank (2)	2,248,255	6.72	%
Richard Campbell-Breeden (3)	174,582	*
Carol Eicher	69,450	*
Gilbert Li (4)	2,031,614	6.07	%
Julian McIntyre (5)	3,069,478	9.17	%
Robert Rasmus	950,000	2.84	%
L. Spencer Wells	90,419	*
Jeremy Williamson	91,240	*
Joe M. Wong	244,587	*












All Current Directors and Named Executive Officers as a Group (10 persons)	8,994,267	26.87	%

Former Executives:
Morgan Fields	45,852	*
Greg Marken	94,420	*

5% Shareholders:
Alta Fundamental Advisers LLC (4)	2,031,614	6.07	%
Allard Services Limited (5)	2,636,370	7.88	%
YGF 100 LP(2)	1,855,388	5.54	%

* Less than 1%

(1) Except as otherwise noted and for shares held by a spouse and other members of the person's immediate family who share a household with the named person, the named persons have sole voting and investment power over the indicated shares. This column also includes shares held in trust that are beneficially owned. Beneficial ownership of some or all of the shares listed may be disclaimed. The address of each of our executive officers and directors is 8051 E. Maplewood Ave., Ste. 210, Greenwood Village, CO 80111.

(2) Mr. Blank reported being the beneficial owner of 2,248,255 shares, of which 1,855,388 shares are held by YGF 100 LP ("YGF"), 324,955 shares are held by CF Global Credit, LP and 43,270 shares are held by Community SPV GP LP. Mr. Blank is the ultimate control person of and an investor in YGF and Community SPV GP LP; therefore he is an indirect beneficial owner of a portion of these shares. Additionally, Mr. Blank controls the general partner of CF Global Credit, LP and is an investor in CF Global Credit, LP and therefore is an indirect beneficial owner of a portion of these shares. Mr. Blank disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(3) Mr. Campbell-Breeden reporting being the beneficial owner of 174,582 shares, of which 142,542 shares are held by Omeshorn Holdings Ltd. Mr. Campbell-Breeden is a director of Omeshorn Holdings Ltd. and therefore is an indirect beneficial owner of the securities reported herein.

(4) Alta Fundamental Advisers LLC ("Alta") and Alta Fundamental Advisers SP LLC report being the beneficial owner of 2,031,614 shares that are directly held by their clients, funds, and affiliates (the "Accounts") that are managed by Alta. Mr. Li, a director of the Company, is a Managing Partner of Alta. In addition, Mr. Li is an investor in one or more of these Accounts and therefore is an indirect beneficial owner of a portion of these shares. Alta and Mr. Li disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. Alta's address is 1500 Broadway, Suite 704, New York, NY 10036.

(5) Mr. McIntyre reported being the beneficial owner of 3,069,478 shares, of which 2,636,370 shares are held by Allard Services Limited, 348,632 shares are held by MWB Limited, 39,271 shares are held by Markham Fuels Management Limited, and 20,563 shares are held by Stannard Limited. Mr. McIntyre controls Allard Services Limited and Markham Fuels Management Limited and therefore is an indirect beneficial owner of the securities reported herein. Further, Markham Fuels Management Limited controls MWB Limited, and Mr. McIntyre's spouse controls Stannard Limited and therefore Mr. McIntyre may be deemed to be an indirect beneficial owner of the securities reported herein. Allard Services Limited’s address is 36 Hope Street, IM1 1AR Douglas, Isle of Man.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

For the fiscal year ended December 31, 2023, the following persons subject to Section 16(a) beneficial ownership reporting filed late reports:


Reporting Person	Number of Late Reports	Total Number of Transactions Reported Late
Laurie Bergman	2	1
Julian McIntyre(1)	2	2

(1) These securities are directly held by Allard Services Limited, MWB Limited, Markham Fuels Management Limited, and Stannard Limited. Mr. McIntyre controls Allard Services Limited and Markham Fuels Management Limited and therefore is an indirect beneficial owner of the securities reported herein. Further, Markham Fuels Management Limited controls MWB Limited, and Mr. McIntyre's spouse controls Stannard Limited and therefore Mr. McIntyre may be deemed to be an indirect beneficial owner of the securities reported herein.

The Company is not aware of any other unreported transactions for 2023.

PROPOSAL TWO

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO COMPANY'S NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are seeking a non-binding advisory vote to approve the compensation of named executive officers as disclosed in the section of this Proxy Statement titled "Executive Compensation." Although this vote is advisory and is not binding on the Company, the Compensation Committee of the Board will take into account the outcome of the vote when considering future executive compensation decisions. We believe that our compensation philosophy and practices are consistent with market practices, designed to retain key executives and reward company performance, and aligned with long-term stockholder interests. This proposal will be deemed approved, on a non-binding advisory basis, if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.

The Board proposes the following resolution for approval by the stockholders:

RESOLVED, that the stockholders approve the compensation of the Company's named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the compensation tables and related narrative discussion).

The Board currently has a policy of holding advisory votes to approve executive compensation every year and currently expects the next advisory vote to approve executive compensation following the 2024 annual meeting to be held at the 2025 annual meeting.

Board Recommendation

Our Board recommends a vote "FOR" the proposal to approve, on an advisory basis, the Company's compensation paid to named executive officers.

Named Executive Officers of the Company

The following table sets forth certain information about our named executive officers as of the date of this Proxy Statement:

Name

Age

Position

Robert Rasmus

Chief Executive Officer

Jeremy Williamson

Chief Operating Officer

Joe M. Wong

Chief Technology Officer

Former Executives:

Morgan Fields

Former Chief Accounting Officer

Greg P. Marken

Former President, Chief Executive Officer and Treasurer

All officers hold office until their successors are appointed, or until their earlier death, resignation or removal. The specific experience, qualifications and background of each current executive officer are as follows:

Robert Rasmus

President, Chief Executive Officer and Treasurer

Business Experience:

Mr. Rasmus has been the Chief Executive Officer of Arq, Inc. since July 2023. See Mr. Rasmus' specific experience and education background in the "Corporate Governance" section above.

Jeremy “Deke” Williamson

Chief Operating Officer

Business Experience:

Mr. Williamson joined Arq, Inc. in September 2023 and currently serves as the Chief Operating Officer. Prior to joining Arq, Inc., Mr. Williamson held various positions at Hi-Crush, Inc., most recently as Senior Vice President Production/Midstream from 2019 to 2023. Prior to 2019, he was the plant manager at Southeast Missouri Stone. Mr. Williamson has more than 20 years of industrial manufacturing experience

Education:

Mr. Williamson holds an MBA and a Bachelor of Science degree in Business Management from the University of Phoenix.

Joe M. Wong

Chief Technology Officer

Business Experience:

Mr. Wong has over 37 years of industrial leadership experience in research & development, product development and business growth in specialty materials. Prior to joining Arq, Inc. as Chief Technology Officer in 2018, Mr. Wong served as the Chief Technology Officer for ADA Carbon Solutions from 2012 to 2018 and VP of Technology from 2011 to 2012. Before ADA Carbon Solutions, Mr. Wong worked for three years in private consulting, preceded by 21 years with MeadWestvaco Corporation in senior leadership positions for the Specialty Chemicals and Research & Development sectors.

Education:

Mr. Wong holds a PhD in Chemical Engineering from the University of Texas.

Involvement in Certain Legal Proceedings

Robert Rasmus and Jeremy Williamson, executive officers, previously served as Chief Executive Officer and director, and Senior Vice President of Production/Midstream of Hi-Crush, Inc. In July 2020, Hi-Crush, Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code, as a result of various events, including the impact from COVID-19.

EXECUTIVE COMPENSATION

In this section, we provide an analysis and explanation of our compensation program and the compensation earned by our named executive officers for the fiscal year ended December 31, 2023. We are a "smaller reporting company" and the following compensation disclosures are intended to comply with the scaled disclosure requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about our executive compensation program, our Compensation Committee is committed to providing the information necessary to help stockholders understand our executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the 2023 executive compensation program for our named executive officers.

The Company's named executive officers ("NEOs") for 2023 were:

Name

Age

Positions

Robert Rasmus

Chief Executive Officer

Jeremy Williamson

Chief Operating Officer

Joe M. Wong

Chief Technology Officer

Former Executives:

Morgan Fields

Former Chief Accounting Officer

Greg P. Marken

Former President, Chief Executive Officer and Treasurer

Summary Compensation Table

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


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

(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.


Name	PSU - if earned, target ($)	PSU - if earned, maximum ($)

Jeremy Williamson	102,419	204,838
Joe M. Wong	74,958	149,916

(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:


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

(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.

Narrative Disclosure to Summary Compensation Table

Overview of Executive Compensation Program

Our Compensation Committee is charged with establishing the Company’s philosophy for executive compensation and the approval, oversight, implementation and administration of executive compensation and benefits. Generally, the Chief Executive Officer of the Company makes recommendations to the Compensation Committee regarding executive compensation other than for himself; however, authority to approve compensation, performance goals and objectives for all NEOs is vested in the Compensation Committee.

Our philosophy for executive compensation is set forth in a document entitled "Executive Compensation Philosophy and Objectives" (the "EC Philosophy") reviewed annually by the Compensation Committee to ensure the EC

Philosophy remains appropriate. The EC Philosophy is designed to support achievement of our strategies and goals, thereby creating long-term value for our stockholders and customers and ensuring our ability to recruit and retain highly qualified executive employees. Our EC Philosophy is designed to:

▪Support the Company’s vision, mission, strategy, and values to generate profitability and sustained growth in the long-term best interests of our stockholders;

▪Align executive compensation with measures of performance tied to the strategic and operational performance of the business and stockholder returns;

▪Reward executives on the basis of merit for individually and collectively achieving a leadership culture, innovation and excellence within the Company, and delivering sustained high performance to the Company, taking into consideration each executive’s qualifications, level of responsibility and contribution to the Company’s long-term performance;

▪Encourage competency-building by linking career development, performance management and compensation rewards;

▪Attract and retain the best executive talent and a highly qualified diverse workforce within a non-discriminatory, merit-based compensation program; and

▪Use external compensation data to benchmark comparable positions in similar industries and companies within our geographical region as one key factor in establishing the competitiveness of our executive salaries, incentives and benefits.

We believe that our compensation policies and practices do not motivate excessive or imprudent risk-taking. We note the following key aspects of our compensation policies and practices in making this determination:

▪The Company’s EC Philosophy is based on balanced performance metrics that promote disciplined progress towards long-term Company goals in addition to the short-term health of the organization;

▪We do not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company value; and

▪The Company’s compensation programs are weighted towards long-term incentives.

Because of these factors, we believe that our compensation policies and practices, both for our employees and our executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

Say-on-Pay

The Company provides its stockholders with the opportunity to cast an advisory vote on annual executive compensation (a "say-on-pay proposal"). At the Company’s annual meeting of stockholders in 2023, approximately 68% of the votes cast were in favor of the say-on-pay proposal, which the Compensation Committee reviewed in assessing executive compensation for the fiscal year ending December 31, 2023. Proposal 2 included in the Proxy Statement is a say-on-pay advisory vote regarding the executive compensation for the fiscal year ending December 31, 2023 as described in this Proxy Statement. The Compensation Committee will continue to consider the results of the Company's say-on-pay votes when making future compensation decisions for the Company's executive officers, including the named executive officers.

Independent Compensation Consultant and Peer Group

The Compensation Committee did not retain a compensation consultant in connection with its decisions regarding 2023 compensation; however, in making decisions with respect to 2023 compensation, the Compensation Committee utilized the peer group established as a result of the market analysis undertaken by Lyons, Benenson & Company ("LB & Co.") in connection with their engagement as the Compensation Committee’s independent compensation consultant in 2020. The Company’s peer group review process includes provisions to accommodate changes in the peer group such as, for example, if one peer company merges with another. In 2023, the Company compared the compensation practices of the Company to 13 peer group companies, see table below, from a number of similar industries, including Commodity Chemicals, Environmental and Facility Services, Fertilizers and Agricultural Chemicals, Industrial Machinery, Oil and Gas Equipment and Services, Oil and Gas Refining and Marketing, and Specialty Chemicals. The Compensation Committee reviewed these peer companies and approved their use for compensation benchmarking

purposes (the "Peer Group").


Aemetis, Inc.						Gevo, Inc.
American Vanguard Corporation						Graham Corporation
CECO Environmental Corp.						Hawkins, Inc.
Clean Energy Fuels Corp.						Perma-Fix Environmental Services, Inc.
Energy Recovery, Inc.						Profire Energy, Inc.
Flotek Industries, Inc.						Vertex Energy, Inc.
FutureFuel Corp.

Base Salary

Base salary is defined as ongoing, cash compensation paid bi-weekly based on such factors as job responsibilities, external competitiveness, and the individual’s experience and performance. Pay ranges have been set based on the market where the Company competes for similar positions, with consideration given for employees serving similar functions in comparable companies. Base salary is typically increased annually based on performance and cost of labor/living increases. With the use of market data, the Compensation Committee considers the size of and whether to grant increases based on data from comparable companies, as well as review of an officer’s annual performance and meeting of objectives. The Company attempts to ensure middle market pay for solid performers and to consider higher levels of pay for outstanding performers. The Company does not intend to be a market leader in base compensation.

On February 22, 2023, the Compensation Committee approved an increase in Mr. Wong’s base salary to $324,007 based on general market data. On August 17, 2023, the Compensation Committee approved an increase in Mr. Wong’s base salary to $350,000.

In connection with their appointment as Chief Executive Officer and Chief Operating Officer, Mr. Rasmus and Mr. Williamson’s initial base salaries were set at $50,000 and $350,000, respectively.

Short-Term Incentive Plan

The STIP is designed to motivate executives to achieve critical short-term goals, typically within a twelve-month period, that are expected to contribute to the long-term health and value of the Company. Incentives may be paid in cash or equity as determined by the Compensation Committee. The Compensation Committee made STIP awards under the 2017 Omnibus Incentive Plan (the "2017 Plan") through June of 2022, while STIP awards granted for 2023 were made under the 2022 Omnibus Incentive Plan ("the 2022 Plan").

For 2023, the Compensation Committee established cash bonus targets equal to 75% of base salary for Mr. Marken and 50% of base salary for each of Ms. Fields and Mr. Wong. Upon joining the Company, Mr. Rasmus and Mr. Williams STIP bonus targets were set at 100% and 50% of base salary, respectively.

In early 2024, the Compensation Committee evaluated certain performance goals applicable to the 2023 STIP awards, including budgeted revenue, adjusted earnings before interest, depreciation and amortization (“Adjusted EBITDA”) and individual performance goals, as well as a discretionary evaluation of the Company’s achievement to qualitative metrics. Upon review of the Company's performance for 2023, the Compensation Committee determined that the Company had not met its performance metrics, and did not award STIP payments to NEOs for 2023.

In connection with Mr. Marken's termination and under the Release of Claims and Separation Agreement (the "Settlement Agreement") entered into between Mr. Marken and the Company, Mr. Marken received a severance payment reflecting the STIP for 2023 at target achievement.

Long-Term Incentive Compensation

The Long-Term Incentive Plan ("LTIP") is designed to align executives’ interests with those of the Company’s stockholders and to support the Compensation Committee's approach to performance-based pay. Equity awards are the primary long-term incentive instrument and have historically been granted in the form of RSAs and PSUs. Equity awards vest over time based on continuous service, or over time based on achievement of certain performance measures set by the Compensation Committee at the time of the grant. Awards under the LTIP for 2023 were made

50% as RSAs and 50% as PSUs. PSUs are vested upon achievement, as certified by the Compensation Committee, of one or more performance measures measured over one to three years. LTIP awards were made under the 2017 Plan through June 2022 and have been made under 2022 Plan since June 2022.

On February 22, 2023, the Compensation Committee approved grants of RSAs ("2023 RSAs") and PSUs ("2023 PSUs") to the NEOs as set forth in the table below, effective March 23, 2023. The 2023 RSAs vest annually at a rate of one-third each year over a three-year vesting period subject to each NEO's continuous service to the Company. The 2023 PSUs vest after three years based on the placement of the Company's TSR for the three-year performance period ending December 31, 2025 relative to the TSR performance of a specified group of peer companies.


Named Executive Officer	Percentage of Base Salary	Number of Restricted Shares	Target Number of Performance Stock Units


Robert Rasmus	75%	*	*
Jeremy Williamson**	65%	52,292	51,467
Joe M. Wong	65%	30,225	30,225

* Executive has not yet received a restricted share or performance stock unit award under the LTIP.

** Mr. Williamson was determined to be eligible to participate in the LTIP on a pro-rata basis and was granted awards on September 18, 2023, pursuant to the terms of his employment agreement.

The Compensation Committee uses our group of peer companies for the purposes of benchmarking the Company's stock price performance for the 2023 PSUs. TSR is calculated for the Company and peer companies. The threshold, target and maximum payout amounts for the 2023 PSUs are 50%, 100% and 200%, respectively. In order to achieve threshold, target and maximum payouts, the company's TSR percentile rank must be 30%, 50%, or 90% and above, respectively.

The 2021 PSUs vested on March 10, 2024. The PSUs were subject to a three-year performance period ending December 31, 2023, which the TSR performance of the 2021 PSUs was below the threshold. This resulted in these awards being unearned and forfeited.

Retention Agreements

In May 2021, the Company entered into an agreement with each then-serving NEO to promote retention of the NEOs during the Company's consideration and execution of various strategic initiatives, which agreements were subsequently amended on May 4, 2022 (the "Retention Agreements"). The Retention Agreements provided for "Retention Pay" equal to $460,000 for Mr. Marken, $254,000 for Ms. Fields and $153,001 for Mr. Wong, as well as the opportunity for "Additional Retention Pay" of $59,800 for Mr. Marken, $50,800 for Ms. Fields and $52,020 for Mr. Wong. The Retention Pay and Additional Retention Pay became payable as follows, in each case, subject to the NEO’s continued employment:

▪40% of the Retention Pay was paid on August 31, 2022;

▪60% of the Retention Pay was payable on the first to occur of: (i) a termination of employment without "cause" or for "good reason", (ii) 90 days after the signing of definitive documents related to a sale or change of control of the significant assets of the Company, or (iii) January 18, 2023; and

▪the Additional Retention Pay was payable on the first to occur of: (i) a termination of employment without "cause" or for "good reason", (ii) 90 days after the signing of definitive documents related to a sale or change of control of the significant assets of the Company, or (iii) January 18, 2023.

Under the Retention Agreements, each of Ms. Fields and Messrs. Marken and Wong received a payment of 40% of the Retention Pay on August 31, 2022 and the remainder of the Retention Pay and Additional Retention Pay in January 2023.

Employment Agreements

Robert Rasmus

We are party to an employment agreement with Mr. Rasmus, effective July 17, 2023 (the "Rasmus Agreement"). The Rasmus Agreement contains provisions related to Mr. Rasmus’ position, duties, authority, obligations, compensation and benefits, including his eligibility to receive incentive awards under the STIP and the LTIP. The Rasmus Agreement also contains certain covenants addressing non-competition, non-solicitation and non-divergence and provides for separation payments and benefits in the event of certain terminations of employment, as described under "Additional Narrative Disclosure—Employment Agreements" below.

Jeremy Williamson

We are a party to an employment agreement with Mr. Williamson, effective September 18, 2023 (the "Williamson Agreement"). The Williamson Agreement contains provisions related to Mr. Williamson's position, duties, authority, obligations, compensation and benefits, including his eligibility to receive incentive awards under the STIP and the LTIP. The Williamson Agreement also contains certain covenants addressing non-competition, non-solicitation and non-divergence and provides for separation payments and benefits in the event of certain terminations of employment, as described under "Additional Narrative Disclosure—Employment Agreements" below.

Joe M. Wong

We are a party to an employment agreement with Mr. Wong, effective February 14, 2011, which was amended on August 18, 2021 (the "Wong Agreement"). The Wong Agreement contains provisions related to his position, duties, authority, obligations, compensation and benefits, including his eligibility to receive incentive awards under the STIP and the LTIP. The Wong Agreement also contains certain covenants addressing non-competition, non-solicitation and non-divergence and provides for separation payments and benefits in the event of certain terminations of employment, as described under "Additional Narrative Disclosure—Employment Agreements" below.

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.


	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	—		—