Joe Wong
About Joe Wong
Joe M. Wong (age 64) is Chief Technology Officer at Arq, Inc., with 37+ years in specialty materials R&D and product development, and has served as Arq’s CTO since 2018; he holds a PhD in Chemical Engineering from the University of Texas . Company performance context: cumulative TSR improved to 114.35 in 2024 from 45.02 in 2023, while net loss narrowed to $(5.1) million in 2024 from $(12.2) million in 2023 . He is one of the company’s named executive officers for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Arq, Inc. | Chief Technology Officer | 2018–present | Leads R&D and product development in specialty materials; key to commercializing PFAS and other contaminant remediation solutions . |
| ADA Carbon Solutions | Chief Technology Officer | 2012–2018 | Directed technology strategy and development in activated carbon and emissions control . |
| ADA Carbon Solutions | VP of Technology | 2011–2012 | Oversaw technology programs and scale-up . |
| Private consulting | Technology consultant | ~3 years prior to 2011 | Provided advisory services in specialty chemicals/materials . |
| MeadWestvaco Corporation | Senior leadership, Specialty Chemicals and R&D | 21 years (prior to consulting) | Led specialty chemicals/R&D initiatives in a diversified chemicals platform . |
External Roles
- No external board or public company directorships disclosed for Mr. Wong in the 2025 proxy .
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Notes |
|---|---|---|---|
| 2024 | 350,000 | 50% (STIP target set March 2024) | Target opportunities approved by Compensation Committee; CEO target set at 100%, NEOs (incl. Wong) at 50% . |
| 2023 | 329,459 | Not disclosed | N/A |
Performance Compensation
Summary Compensation (multi-year)
| Component | 2024 ($) | 2023 ($) |
|---|---|---|
| Salary | 350,000 | 329,459 |
| Bonus | — | 143,820 (retention/sign-on context in narrative) |
| Stock awards (RSAs/PSUs grant-date fair value) | 396,723 | 634,501 |
| Option awards | — | — |
| Non-equity incentive plan comp (STIP) | — | 239,539 |
| All other compensation | 39,572 | 18,972 |
| Total | 786,295 | 1,366,291 |
Short-Term Incentive Plan (STIP) – Design and 2024 Outcomes
- 2024 STIP metrics: Adjusted EBITDA, gross margin, SG&A as % of revenue, overall equipment efficiency, commissioning milestones, and TRIR .
- 2024 targets/outcomes: Committee determined approx. 75% of STIP performance targets were achieved and approved STIP payouts in early 2025 (aggregate determination; individual payout amounts for Mr. Wong not itemized in SCT) .
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | Not disclosed | Not disclosed | Part of ≈75% aggregate outcome |
| Gross margin | Not disclosed | Not disclosed | Not disclosed | Part of ≈75% aggregate outcome |
| SG&A % of revenue | Not disclosed | Not disclosed | Not disclosed | Part of ≈75% aggregate outcome |
| Overall equipment efficiency | Not disclosed | Not disclosed | Not disclosed | Part of ≈75% aggregate outcome |
| Commissioning milestones | Not disclosed | Not disclosed | Not disclosed | Part of ≈75% aggregate outcome |
| TRIR | Not disclosed | Not disclosed | Not disclosed | Part of ≈75% aggregate outcome |
Long-Term Incentive Plan (LTIP) – Grants, Metrics, Vesting
- 2024 equity mix: 50% RSAs, 50% PSUs; PSUs cliff-vest after 3 years based on relative TSR vs Peer Group .
- PSU payout curve (2024 grants): 50% at 30th percentile (threshold), 100% at 50th (target), 125% at 65th, 200% at ≥90th percentile (max) .
- 2022 PSUs: vested at 88.14% on Feb 12, 2025 based on relative TSR to peer group (performance period ended Dec 31, 2024) .
| Award (effective Aug 1, 2024 unless noted) | Type | Size | Vesting/Performance |
|---|---|---|---|
| 2024 RSA | Time-based | 21,667 shares | Vests one-third on Aug 1, 2025; Mar 23, 2026; Mar 23, 2027 . |
| 2024 PSU | Relative TSR | 21,667 target units | 3-year cliff; payout 50%/100%/125%/200% at 30th/50th/65th/≥90th percentile TSR vs Peer Group; vests Mar 10, 2027 at target reporting convention in table |
| 2023 RSAs | Time-based | 20,150 shares (outstanding 12/31/24) | Vests ratably on Mar 23, 2025 and Mar 23, 2026 . |
| 2022 PSUs | Relative TSR | 14,728 earned units (as of 12/31/24) | Vested Mar 10, 2025 at 88% of target (3-year period to 12/31/24) . |
| 2023 PSUs | Relative TSR | 30,225 target units (as of 12/31/24) | 3-year period to 12/31/25; scheduled vest Mar 10, 2026 at “target” reporting convention . |
| Legacy RSAs | Time-based | 5,570 shares (as of 12/31/24) | Vested Mar 23, 2025 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 354,790 shares owned by Joe M. Wong as of April 7, 2025 . |
| Ownership % of outstanding | ≈0.84% (354,790 ÷ 42,214,253 shares outstanding) . |
| Unvested RSAs (12/31/24) | 5,570; 20,150; 21,667 (see vesting schedules above) . |
| Unvested PSUs (12/31/24) | 14,728 (earned at 88% for 2022 PSUs); 30,225 (2023 PSUs at target convention); 21,667 (2024 PSUs at target convention) . |
| Options | No option awards reported for Mr. Wong in 2023–2024 ; none shown outstanding in year-end table . |
| Pledging/Hedging | Hedging prohibited by Insider Trading Policy; policy silent on pledging in disclosed text . |
| Ownership guidelines | Executives encouraged to hold stock ≥1x salary; all NEOs (incl. Wong) met guidelines as of 12/31/24 . |
Employment Terms
| Provision | Summary |
|---|---|
| Agreement | Employment agreement effective Feb 14, 2011; amended Aug 18, 2021 (the “Wong Agreement”) . |
| Term/renewal | Not specified in proxy . |
| Non-compete / non-solicit | Covenants addressing non-competition, non-solicitation, and non-divergence included . |
| Severance (without Cause / for Good Reason) | 12 months base salary; STIP cash bonus for year of termination based on actual performance; accelerated vesting of all unvested RSAs; accelerated vesting of all unvested PSUs based on actual performance as of termination; 12 months COBRA premiums (or until new employer coverage) . |
| Death/Disability | STIP bonus for year of termination at target (50% if termination in first six months); accelerated vesting of all RSAs; accelerated vesting of PSUs based on actual performance as of termination . |
| Change in control definition | Aligned to CEO agreement (ownership change >50%, board replacement not endorsed by incumbents, or substantial asset sale) . |
| Single vs double trigger | Not expressly specified beyond termination-based triggers described above . |
| Clawback | Dodd-Frank/Nasdaq-compliant policy to recover incentive compensation if accounting restatement due to material noncompliance; lookback 3 completed fiscal years . |
Compensation Structure Analysis
- Mix shift and equity weighting: 2024 total comp ($786,295) included $396,723 in equity awards with no STIP payout reflected in the SCT for 2024; 2023 included higher equity ($634,501) and $239,539 STIP, showing variability aligned to equity and performance structures .
- STIP rigor and transparency: 2024 STIP used multi-factor operational/financial/ESG-adjacent metrics; committee determined ~75% achievement and approved payouts, but metric weightings and individual payout amounts for Mr. Wong were not disclosed, limiting transparency into pay-for-performance calibration .
- PSU design: Relative TSR-based PSUs with a 3-year horizon and a broad peer group, with up to 200% payout, align management to shareholder returns; 2022 PSUs vested at 88.14%, indicating below-target but positive relative performance over that period .
Related Party Transactions and Governance Context
- No related party transactions disclosed involving Mr. Wong; company-level related party arrangements involve a director-affiliated lender (CF Global) and CEO participation in a 2024 equity offering (not related to Wong) .
- Say-on-Pay support: 84% approval at 2024 annual meeting, indicating generally favorable shareholder view of executive pay program .
- Peer group and consultant: Lyons, Benenson & Company advised; a 15-company peer set spans environmental services, specialty chemicals, energy equipment/services, and related adjacencies, used for 2024 benchmarking and PSU TSR comparisons .
Risk Indicators & Red Flags
- Hedging: Prohibited, which supports alignment; pledging not addressed in policy text disclosed; no pledging by Mr. Wong disclosed .
- Clawback: Adopted per SEC/Nasdaq rules—mitigates financial reporting risk misalignment .
- Option repricing: Company has not granted broad-based options since 2016 (aside from CEO inducement grants); no option awards to Mr. Wong reported in 2023–2024 .
Investment Implications
- Alignment and retention: Wong’s package is meaningfully equity-heavy with multi-year, relative TSR PSUs and staggered RSA vesting into 2025–2027, aligning to long-term value creation and suggesting moderate ongoing vest-driven supply in 2025–2027 (Aug 1 and Mar 23 vesting cycles) .
- Potential selling pressure windows: Multiple RSA tranches vesting in 2025 (Mar 23; Aug 1) and 2026/2027, though insider hedging is prohibited and executives are encouraged to hold ≥1x salary in stock; all NEOs met guidelines as of year-end 2024 .
- Downside protection in severance: If terminated without Cause/for Good Reason, full acceleration of unvested RSAs and performance-based acceleration of PSUs could crystallize value, which can be shareholder-friendly if paired with robust performance conditions but may front-load realized pay upon separation .
- Pay-for-performance signal: 2022 PSUs paid at 88.14% and 2024 STIP at ~75% aggregate achievement reflect performance contingency; however, lack of disclosed STIP weightings by metric and individual payout detail limits precision in assessing calibration stringency .
- Governance backdrop: Solid say-on-pay support (84%) and clawback adoption support alignment; no pledging disclosed, and hedging is prohibited, reducing misalignment risk .