Jeremy Williamson
About Jeremy Williamson
Jeremy “Deke” Williamson, 45, is Chief Operating Officer of Arq, Inc., appointed in September 2023, with 20+ years of industrial manufacturing experience and an MBA/BS in Business Management (University of Phoenix) . During his NEO tenure, Arq reported a narrower net loss in 2024 vs. 2023 ($5.1m vs. $12.2m) and an improving cumulative TSR index (114.35 in 2024 vs. 45.02 in 2023); Arq’s 2024 STIP achieved ~75% of targets and PSUs are tied to relative TSR versus a defined peer set . He had one late Section 16 filing in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hi-Crush, Inc. | Senior Vice President, Production/Midstream | 2019–2023 | Led production/midstream; prior executive and operations leadership experience |
| Southeast Missouri Stone | Plant Manager | Pre-2019 | Industrial operations leadership |
External Roles
No external public-company directorships or committee roles disclosed for Williamson in the proxy .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $87,500 | $350,000 |
| Bonus | $100,000 | — |
| Stock Awards (grant-date fair value) | $273,247 | $396,723 |
| Option Awards | — | — |
| Non-Equity Incentive Plan Compensation | — | — |
| All Other Compensation | $5,625 | $20,192 (401(k) match) |
| Total | $466,372 | $766,915 |
Additional fixed elements:
- 401(k) match policy: 100% up to 3% + 50% on next 2% of pay; NEOs received company contributions in 2024; Williamson’s “All Other” was $20,192 .
Performance Compensation
Short-Term Incentive Plan (STIP)
- Target opportunity: 50% of base salary for Williamson in 2024 .
- 2024 metrics: Adjusted EBITDA, gross margin, SG&A as % of revenue, overall equipment efficiency, commissioning milestones, TRIR (safety) .
- Outcome: Compensation Committee determined ~75% of 2024 STIP performance targets achieved and approved payouts in early 2025 (amounts for Williamson not itemized in SCT) .
| STIP Element (2024) | Target/Payout |
|---|---|
| Target % of Salary | 50% of base salary |
| Metrics | Adj. EBITDA; Gross margin; SG&A % revenue; OEE; Commissioning milestones; TRIR |
| Committee determination | ~75% of targets achieved; payouts approved (individual payout not disclosed in SCT) |
Long-Term Incentive Plan (LTIP)
- 2024 awards: 50% RSAs and 50% PSUs; PSU metric is relative TSR vs approved peer group; three-year cliff vesting for PSUs .
- 2024 sizing (effective grant date Aug 1, 2024): 21,667 RSAs and 21,667 PSUs for Williamson (LTIP target 65% of base salary) .
- 2024 RSA vesting: one-third on Aug 1, 2025; one-third on Mar 23, 2026; one-third on Mar 23, 2027 (service-based) .
- 2024 PSU vesting: based on three-year performance ending Dec 31, 2026; settle/vest Mar 10, 2027 at 50–200% of target based on TSR percentile (30th=50%; 50th=100%; 65th=125%; 90th=200%) .
- Outstanding prior-cycle PSUs: a 2025-cycle PSU grant for Williamson vests Mar 10, 2026 (three-year period ending Dec 31, 2025; shown at target as of 12/31/2024) .
| LTIP Award | Quantity | Vesting/Performance |
|---|---|---|
| 2024 RSAs | 21,667 | 1/3 on Aug 1, 2025; 1/3 on Mar 23, 2026; 1/3 on Mar 23, 2027 (service) |
| 2024 PSUs (target) | 21,667 | 3-year cliff; relative TSR vs peer group for period ending Dec 31, 2026; payout 50–200%; vests Mar 10, 2027 |
| 2023 RSAs | 34,862 | Vest ratably on Mar 23, 2025 and Mar 23, 2026 |
| 2023 PSUs (target) | 51,467 | 3-year period ending Dec 31, 2025; shown at 100% target; vest Mar 10, 2026 |
| 2023 RSAs (add’l) | 16,667 | Vest ratably on Sep 18, 2025 and Sep 18, 2026 |
Notes:
- No stock options for Williamson are outstanding .
- 2022 cycle PSU outcome (for reference): Company-wide 2022 PSUs vested at 88.14% (peer TSR ~45th percentile), illustrating plan calibration; that example was disclosed for PSUs granted in 2022 (applied to holders with such awards) .
Equity Ownership & Alignment
Beneficial ownership (as of April 7, 2025):
- Shares beneficially owned: 138,699; less than 1% of outstanding shares .
- Insider trades/Section 16: One late report in 2024 (1 transaction reported late) .
Outstanding equity awards detail (unvested at 12/31/2024):
- RSAs: 34,862 (vesting Mar 23, 2025 and Mar 23, 2026); 21,667 (vesting Aug 1, 2025, Mar 23, 2026, Mar 23, 2027 per 2024 RSA schedule); 16,667 (vesting Sep 18, 2025 and Sep 18, 2026) .
- PSUs (target): 51,467 (performance period through Dec 31, 2025; vests Mar 10, 2026, reported at 100% target as of 12/31/2024); 21,667 (performance period through Dec 31, 2026; vests Mar 10, 2027, reported at 100% target as of 12/31/2024) .
Alignment policies:
- Executive stock ownership guideline: at least 1x base salary; all NEOs met the guideline as of Dec 31, 2024 .
- Hedging prohibited; broad ban on Arq-based derivatives transactions under Insider Trading Policy; no pledging disclosure in proxy .
- Clawback policy consistent with SEC/Nasdaq rules, recovering erroneously awarded incentive compensation upon restatement (3-year lookback) .
Employment Terms
Key economics under the Williamson Agreement (effective Sep 18, 2023):
| Trigger | Cash severance | Bonus treatment | Equity treatment | Benefits/Other |
|---|---|---|---|---|
| Termination without Cause or resignation for Good Reason | 12 months base salary | STIP for year of termination based on actual performance | Accelerated vesting of all unvested RSAs; accelerated vesting of PSUs based on actual performance as of termination date | Company-paid COBRA premiums for 12 months (or until eligible elsewhere) |
| Death or Disability | — | STIP at target (50% if termination within first six months of year) | Accelerated vesting of RSAs; PSUs based on actual performance as of termination date | — |
Definitions and protections:
- Non-competition, non-solicitation and non-divergence covenants apply (terms not quantified in proxy) .
- “Cause,” “Good Reason,” and “Change in Control” definitions generally mirror the CEO agreement constructs (e.g., material diminution, relocation, material breach) .
Performance & Track Record
| Year | Cumulative TSR Index (base=100 at 12/31/2021) | Net Income (Loss), $000 |
|---|---|---|
| 2023 | 45.02 | (12,249) |
| 2024 | 114.35 | (5,109) |
Additional context:
- Williamson and the CEO previously held senior roles at Hi-Crush, Inc.; Hi-Crush filed Chapter 11 in July 2020 amid sector pressures and COVID-19 impacts .
Compensation Structure Observations
- Cash vs. equity mix: Williamson’s 2024 compensation was majority equity-heavy (stock awards $396,723 vs. salary $350,000), consistent with Arq’s weighting toward long-term incentives and performance alignment .
- STIP governance: Explicit multi-metric scorecard including financial (Adj. EBITDA, GM, SG&A ratio) and operational/safety KPIs; 2024 achievement at ~75% indicates partial attainment and disciplined payout calibration .
- LTIP calibration: Relative TSR peer-based PSUs with 50–200% payout curve and three-year cliff; prior-cycle PSU vesting at 88.14% shows willingness to deliver sub-target outcomes when relative performance is below median .
- Say-on-Pay: 84% approval at 2024 meeting suggests broadly acceptable pay design after business transformation .
Risk Indicators & Red Flags
- Section 16 compliance: One late filing for Williamson in 2024 (process oversight risk) .
- Prior bankruptcy involvement: Senior roles at Hi-Crush before its 2020 Chapter 11 may raise investor focus on execution rigor and cyclicality exposure in prior sector .
- Hedging: Prohibited; reduces misalignment risk; no pledging disclosed in proxy .
Compensation Peer Group (for benchmarking and PSU TSR)
Arq used a 15-company cross-industry peer set (e.g., CECO Environmental, Clean Energy Fuels, Energy Recovery, FutureFuel, Intrepid Potash, Perma-Fix, Profire Energy, etc.) for 2024 compensation and relative TSR assessments .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: ~84% of votes cast in favor; committee considers outcomes in ongoing design .
Investment Implications
- Alignment: Williamson’s equity mix (multi-year RSAs/PSUs) and ownership guideline compliance support pay-for-performance, with clear TSR-based PSU calibration; hedging bans and clawback further align incentives .
- Vesting and potential selling pressure: Multiple RSA tranches vest through 2027 and PSUs in 2026–2027, creating periodic liquidity events; note company policy preferences and trading window constraints .
- Retention risk: Employment agreement provides standard severance (12 months salary plus bonus and equity acceleration) and benefits, which mitigates near-term turnover risk but does not rely on outsized change-of-control multipliers—moderate and shareholder-friendly .
- Execution watch items: Section 16 timeliness (one late report), prior exposure to a sector bankruptcy at a former employer, and the company’s improving but still negative net income profile suggest continued monitoring of operating KPIs embedded in STIP (Adj. EBITDA, margins, OEE, safety) and TSR progress versus peers to gauge payout/realization risk for PSUs .