Julian McIntyre
About Julian McIntyre
Independent director of ARQ since 2023; age 50. McIntyre is principal at McIntyre Partners and was founder/CEO of Arq Limited (2015–2023). Current external roles include Chairman of Moreld AS; prior role as Chair of Greenfire Resources Inc. His independence was affirmed despite prior employment with Arq Limited; all incumbent directors met at least 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arq Limited | Founder & Chief Executive Officer | 2015–2023 | Led entrepreneurial growth in environmental/energy technologies |
| Gateway Communications | Founder | circa 2000 | Built pan-African telecom networks; entrepreneurship credentials |
| Rocky Mountains natural gas operator | Founder/Director | 2014–2017 | Energy operations experience |
| Greenfire Resources Inc. | Founding shareholder | 2021 | Large oil producer; upstream energy exposure |
External Roles
| Organization | Exchange | Role | Start–End | Committees/Impact |
|---|---|---|---|---|
| Moreld AS | Euronext Growth Oslo | Chairman | 2024–present | Oversees engineering group serving offshore energy/marine |
| Greenfire Resources Inc. (GFR) | NYSE | Chair of the Board | 2020–2024 | Board leadership at Canadian oil producer |
Board Governance
- Committee assignments: Not currently listed as a member or chair of Audit, Compensation, or Nominating & Governance in 2024 committee table.
- Independence: Board determined McIntyre is independent under Nasdaq standards; prior Arq Limited employment ended upon his becoming a director and does not impair independence.
- Attendance and engagement: Board met 8 times in 2024; all incumbent directors attended ≥75% of their Board/committee meetings. Five of eight directors attended last year’s annual meeting.
- Board structure: Separate Chair and CEO policy; independent Chair leads executive sessions.
Fixed Compensation (Director)
| Component | Detail | Amount/Structure | Dates/Vesting |
|---|---|---|---|
| Annual Retainer | Non-employee director retainer; at least 50% paid in restricted stock | $147,850 total plan; individual cash fees earned $87,370 | Restricted stock vests quarterly (policy) |
| Equity – Restricted Shares (RSAs) | Annual director grant | 12,508 shares; grant-date fair value $70,795 | Granted 7/1/2024; 6,254 unvested as of 12/31/2024 |
| Total Director Compensation (2024) | Cash + Stock | $158,165 total ($87,370 cash; $70,795 stock) | Fiscal year ended 12/31/2024 |
Notes: The Nominating & Governance Committee maintained total director compensation levels for 2024; policy requires ≥50% of retainer in restricted stock vesting quarterly.
Performance Compensation
- No performance-based director compensation (no options/PSUs for non-employee directors disclosed for 2024); director equity is time-based restricted stock.
Other Directorships & Interlocks
| Company | Sector Link to ARQ | Potential Interlock/Conflict Considerations |
|---|---|---|
| Moreld AS | Offshore energy/marine engineering; not a disclosed ARQ counterparty | Chairman role; no related-party transactions with ARQ disclosed. |
| Greenfire Resources Inc. | Upstream oil producer; no disclosed ARQ dealings | Former Chair; ended 2024; no ARQ related-party transactions disclosed. |
Expertise & Qualifications
- Entrepreneurial growth and energy/telecom operations; founded multiple companies across oil & gas, energy, and telecommunications.
- Board leadership experience in public/private companies; chair roles underscore governance competence.
- Education not disclosed in proxy.
Equity Ownership
| Holder/Vehicle | Shares | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Julian McIntyre (beneficially, via controlled entities) | 3,258,439 | 7.72% | Controls Allard Services Limited and Markham Fuels Mgmt; spouse controls Stannard; MWB controlled by Markham Fuels Mgmt. |
| Allard Services Limited | 2,774,305 | 6.57% | Controlled by McIntyre; also separately listed among 5% holders. |
| MWB Limited | 382,042 | — | Controlled by Markham Fuels Management Limited. |
| Markham Fuels Management Limited | 43,034 | — | Controlled by McIntyre. |
| Stannard Limited | 21,908 | — | Controlled by McIntyre’s spouse; deemed indirect beneficial ownership. |
| Unvested Director RSAs (2024 grant) | 6,254 | — | Portion of 12,508 RSAs granted 7/1/2024 remaining unvested at 12/31/2024. |
ARQ had 42,214,253 shares outstanding on the 4/7/2025 record date for ownership calculations.
Governance Assessment
- Alignment: High “skin in the game” with 7.72% beneficial stake, largely via controlled entities (Allard, Markham) — strong alignment but concentration warrants monitoring for influence dynamics.
- Independence & conflicts: Board affirmed independence despite prior Arq Limited employment; no related-party transactions disclosed involving McIntyre. Related-party exposure in 2023/2024 involved another director (Blank/CF Global), not McIntyre.
- Committee leverage: No current committee assignments; limits direct influence on audit/comp/nom-gov processes versus peers; committee rosters to be reset after 2025 annual meeting.
- Attendance: Met minimum attendance expectations; signals acceptable engagement.
- Compensation structure: Balanced cash/equity mix consistent with policy; time-based RSAs for directors (no performance metrics), mitigating pay-for-performance concerns at the director level.
Red Flags to Monitor
- Ownership concentration via controlled vehicles (Allard at 6.57% and aggregate 7.72%) — governance scrutiny if incremental purchases occur under TAPP constraints (4.99% trigger absent exemptions).
- Lack of committee roles may reduce direct oversight impact; consider future committee assignments post-annual meeting.
Investor Takeaways
- McIntyre brings founder/operator discipline and board leadership experience; independence and attendance are adequate. The sizable personal stake aligns incentives but should be monitored under the company’s Tax Asset Protection Plan regime that discourages changes triggering Section 382 limitations.