Jay Voncannon
About Jay Voncannon
Jay L. Voncannon, age 59, was appointed Chief Financial Officer (Principal Financial Officer) of Arq, Inc. effective April 2, 2025; he is based at Arq’s Greenwood Village, CO headquarters and reports to the CEO . He holds a BBA in Accounting (Baylor University) and professional designations as a CPA and CGMA . Prior roles include CFO of CoorsTek (2018–2025), where he guided expansion and profitability improvements, and over two decades as a senior finance executive at Koch Industries/Koch Equity Development, where he led principal investment initiatives in excess of $5 billion and oversaw major acquisitions (e.g., Molex, Guardian Industries) . Around his appointment, Arq reported Q1 2025 revenue of $27.2M (+25% YoY), gross margin of 36.4%, its 4th consecutive quarter of positive Adjusted EBITDA ($4.1M), and positive net income ($0.2M); Arq had also achieved cumulative TSR of 114.35 as of FY2024, though that precedes his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CoorsTek, Inc. | Chief Financial Officer | 2018–2025 | Guided pivotal expansion, materially improved profitability and market share growth in advanced engineered ceramics . |
| Koch Industries / Koch Equity Development | CFO & Managing Director; senior finance executive | 20+ years prior to 2018 | Led principal investment initiatives in excess of $5B and oversaw major acquisitions (e.g., Molex, Guardian Industries) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| DEW Engineering | Board Member | During 2018–2025 | Served concurrently with CoorsTek CFO tenure . |
| Dynasty Management Group | Director | Current | Board service disclosed in appointment 8-K . |
| WorkStep | Director | Current | Board service disclosed in appointment 8-K . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $250,000 annually, effective 4/2/2025 . |
| Target Annual Bonus (STIP) | 100% of base salary; payout subject to Company and individual performance and Board approval . |
| STIP Payout Form | Unless otherwise determined by the Board, 50% cash and 50% restricted stock awards (“STIP RSAs”) that vest in two equal installments on the first and second anniversaries of grant; unvested STIP RSAs accelerate upon termination without Cause or for Good Reason (whether or not in connection with a Change in Control) . |
| Benefits and PTO | Standard company benefits; unlimited paid time off . |
Performance Compensation
| Instrument | Grant/Eligibility | Vesting/Performance | Notes |
|---|---|---|---|
| Inducement Restricted Stock | 50,000 shares granted 4/2/2025 under Nasdaq inducement exemption; award vests in a single installment on 4/2/2027, generally subject to continued service . | ||
| Long-Term Incentive (LTIP) | Eligible beginning in 2026 under the Company’s LTIP, subject to Compensation Committee terms . | ||
| Company STIP metrics (context) | For 2024, STIP metrics included Adjusted EBITDA, gross margin, SG&A as % revenue, overall equipment efficiency, commissioning milestones, and TRIR; approx. 75% of STIP targets were achieved, informing payouts (for 2024 NEOs) . | ||
| Company PSU design (context) | 2024 PSU awards vest after 3 years based on relative TSR vs. Peer Group: 50% payout at 30th percentile, 100% at 50th, 125% at 65th, 200% at 90th+ percentile . |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership | 50,000 shares of restricted stock (Form 4 acquisition on 4/2/2025) . |
| Ownership as % of shares outstanding | ~0.12% (50,000 / 42,214,253 common shares outstanding as of 4/7/2025) . |
| Vested vs. unvested | 0 vested; 50,000 unvested (cliff vest on 4/2/2027) . |
| Options | None disclosed in appointment materials or subsequent filings reviewed . |
| Hedging/derivatives policy | Company Insider Trading Policy prohibits hedging and transactions in Arq-based derivative securities by officers/directors . |
| Pledging | No pledging disclosed for Mr. Voncannon; policy excerpt addresses hedging/derivatives (no pledging reference in cited section) . |
| Stock ownership guidelines | Executives are encouraged to own stock equal to at least 1x annual base salary; guidelines allow sales of unrestricted stock once guideline is met (preferred holding >12 months); compliance status for Mr. Voncannon not disclosed . |
Vesting Schedule and Potential Settlement Overhang
| Award | Quantity | Vesting date | Notes |
|---|---|---|---|
| Inducement RSAs | 50,000 | 4/2/2027 | Single cliff vest; any unvested RSAs accelerate upon termination without Cause or for Good Reason (whether or not in connection with a Change in Control) . |
| Future STIP RSAs (if earned) | N/A | 1st and 2nd anniversaries of grant | 50% of STIP payout in RSAs vests 50%/50% over two years; amounts depend on performance and Board approval . |
Employment Terms
| Term | Details |
|---|---|
| Start date; role | Effective April 2, 2025; Chief Financial Officer (Principal Financial Officer) . |
| Employment term | At-will; employment may be terminated by either party (specific notice mechanics apply) . |
| Notice/Pay during notice | For terminations other than Cause/death/disability, termination is effective 45 days after notice; Company continues “Total Compensation” during the Notice Period . |
| Severance/termination economics | If terminated without Cause or for Good Reason (whether or not in connection with a Change in Control): (a) eligible to receive the annual STIP bonus for the year of termination based on Company performance; (b) all unvested restricted stock awards vest; (c) performance awards evaluated as of termination and paid if earned; subject to execution of a release . |
| Change-in-control (CIC) | CIC is defined via customary >50% voting power change, board turnover, or ≥50% asset sale tests; Mr. Voncannon’s equity does not accelerate solely on a CIC—acceleration applies upon qualifying termination without Cause/for Good Reason whether or not in connection with a CIC . |
| Clawback | Subject to Company’s clawback policy compliant with Rule 10D‑1/Nasdaq; Agreement also permits recovery/offset per policy upon restatements . |
| Confidentiality/IP | Robust confidentiality, inventions assignment, and post-employment IP provisions . |
| Non-compete / non-solicit | No non-compete/non-solicit covenants were identified in the extracted sections; not disclosed in cited excerpts . |
| Tax gross-ups / perquisites | Not disclosed in the cited agreement sections . |
Performance & Track Record
- CoorsTek CFO: guided pivotal expansion, materially improving profitability and supporting market share gains in biomedical and other end markets .
- Koch Equity Development/Industries: led principal investment initiatives in excess of $5 billion and oversaw major acquisitions (Molex, Guardian Industries) .
- Initial priorities at Arq: leverage cost position through growth; evaluate SG&A/overhead for additional efficiencies; no expected increase in costs with revenue growth; “everything is fair game” for prudent optimization .
- Company context at appointment: Q1’25 revenue $27.2M (+25% YoY), gross margin 36.4%, Adjusted EBITDA $4.1M (4th consecutive positive quarter), and net income $0.2M; signed second-largest PAC contract in company history .
Compensation Peer Group (used for benchmarking)
Peer group used by the Compensation Committee includes: Aemetis; AgroFresh Solutions; American Vanguard; Aspen Aerogels; CECO Environmental; Clean Energy Fuels; Danimer Scientific; Energy Recovery; Flotek Industries; FutureFuel; Graham; Intrepid Potash; NCS Multistage; Perma-Fix Environmental Services; Profire Energy .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2025 Say‑on‑Pay (advisory) | For: 22,062,026; Against: 568,595; Abstain: 60,192; Broker non‑votes: 6,759,334 . |
| Say‑on‑Frequency | Shareholders expressed preference for annual (1‑Year) votes; Board determined to hold Say‑on‑Pay annually until next frequency vote (no later than 2031) . |
Investment Implications
- Alignment and retention: Base salary is modest versus CFO norms but paired with a 100% target bonus and equity-heavy mix (50,000 inducement RSAs; future STIP RSAs), aligning compensation to performance and retention through multi‑year vesting; however, accelerated vesting upon termination without Cause/for Good Reason (including in connection with a CIC) reduces “golden handcuff” retentive effect under a downside scenario .
- Vesting overhang/possible supply events: A single 50,000‑share cliff vest on 4/2/2027 may create concentrated settlement timing; future STIP RSAs (if any) add staggered vesting cadence (years 1–2 post‑grant) .
- Governance and clawback: Company has a compliant clawback policy; insider policy prohibits hedging and derivatives, reducing misalignment risks; executive stock ownership guideline (1x salary) supports skin‑in‑the‑game expectations (compliance timing for new executives not disclosed) .
- Execution priorities: His stated focus on cost leverage and SG&A/overhead optimization, coupled with CoorsTek/KED track record, suggests potential incremental margin and cash flow upside as Arq scales GAC and optimizes PAC contracts; monitor progress against cost and commissioning milestones referenced in Company STIP metrics .
Supporting Data Snapshots
Recent operating metrics around appointment:
| Metric | Q1 2025 |
|---|---|
| Revenue ($M) | 27.2 |
| YoY Revenue Growth | 25% |
| Gross Margin | 36.4% |
| Adjusted EBITDA ($M) | 4.1 |
| Net Income ($M) | 0.2 |
Certification and officer status confirmations:
- SOX 302 and 906 certifications signed by Jay L. Voncannon as CFO on the Q2 and Q3 2025 10‑Q filings .
Key appointment and equity grant filings:
- 8‑K (4/2/2025) appointment and employment agreement (salary, bonus target, inducement RSAs, STIP structure, severance/CIC terms) .
- Form 4 (filed 4/4/2025) reflecting 50,000 restricted shares granted 4/2/2025; vesting in full on 4/2/2027 .
- Company press release announcing appointment and inducement award terms .
Note: Where precise amounts/percentages were not disclosed (e.g., any options, non-compete terms, ownership guideline compliance timing), they are omitted above.