Richard Campbell-Breeden
About Richard Campbell-Breeden
Independent director since 2023; age 63. Campbell-Breeden spent 28 years at Goldman Sachs (16 years as partner), leading UK investment banking in Europe (London), serving as Vice Chairman of Investment Banking for Asia Pacific (Hong Kong), and sitting on Goldman Sachs (Asia) LLC’s board and Asian Commitments Committee. He founded Omeshorn Capital Advisors in 2016 (M&A and capital raising advisory) and brings deep finance and board experience; currently a director of Julius Baer Group, chairing its Nominations and Compensation Committee and serving on Risk and Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner; ran UK investment banking in Europe; Vice Chairman of Investment Banking for Asia Pacific | 28 years; partner 16 years | Director, Goldman Sachs (Asia) LLC; member, Asian Commitments Committee |
| Omeshorn Capital Advisors | Founder (M&A and capital raising advisory) | Founded 2016 | Founder-led advisory focus in corporate finance |
External Roles
| Organization | Role | Since | Committee Roles |
|---|---|---|---|
| Julius Baer Group (Swiss bank, Zurich listing) | Director | 2018 | Chair, Nominations & Compensation; Member, Risk & Governance |
Board Governance
- Committee assignments at ARQ: Compensation Committee member (no chair roles) .
- Independence: Board determined he is independent under Nasdaq rules .
- Attendance and engagement: All incumbent directors attended ≥75% of Board/committee meetings in 2024; Board met 8x, Compensation 5x, Audit 6x, Nominating & Governance 5x .
- Committee refresh timing: Board expects to reset committee membership and chairs promptly after the 2025 annual meeting .
- Governance architecture: CEO and Board Chair roles separated; Audit Committee oversees risk and cybersecurity; Nominating & Governance oversees sustainability; Compensation Committee sets performance goals and administers incentives .
Fixed Compensation (Director)
| Component | Amount |
|---|---|
| Annual Retainer (cash portion earned by Campbell-Breeden in 2024) | $44,250 |
| Compensation Committee Member Retainer | $10,000 |
| Total Cash Fees Earned (2024) | $54,250 |
| Annual Retainer policy | $147,850, with at least 50% paid in restricted stock; restricted stock vests in four quarterly installments |
- 2024 director compensation totals for Campbell-Breeden: Cash fees $54,250 and stock awards $141,591 (grant-date fair value); total $195,841 .
Performance Compensation (Director equity and incentive context)
| Grant Type | Shares | Grant-Date Fair Value | Grant Date | Vesting |
|---|---|---|---|---|
| Restricted Stock (director grant) | 25,016 | $141,591 | 7/1/2024 | At least 50% of annual retainer in restricted stock; vests in four quarterly installments |
| Unvested Restricted Stock (as of 12/31/2024) | 12,508 | — | — | Remaining tranches under quarterly schedule |
Performance metrics overseen by the Compensation Committee (company-level 2024 programs):
- Short-Term Incentive Plan (STIP) metrics: Adjusted EBITDA, gross margin, SG&A as % of revenue, overall equipment efficiency, commissioning milestones, TRIR; approximately 75% of STIP performance targets were achieved for 2024, and payouts were approved accordingly .
- Long-Term Incentive Plan (PSU design for executives): 3-year TSR vs peer group; payout schedule—30th percentile: 50%, 50th: 100%, 65th: 125%, ≥90th: 200% .
| PSU TSR Rank Percentile (3-year) | Payout |
|---|---|
| 30th | 50% |
| 50th | 100% |
| 65th | 125% |
| ≥90th | 200% |
Committee process and benchmarking
- Independent compensation consultant: Lyons, Benenson & Company engaged in 2023 to establish peer group and benchmarking; director pay unchanged for 2024 after review .
Other Directorships & Interlocks
| Company | Relationship to ARQ | Notes |
|---|---|---|
| Julius Baer Group | No ARQ-related transactions disclosed | External public board role; financial institution; no ARQ related-party transactions involving Campbell-Breeden disclosed |
Expertise & Qualifications
- 30+ years of investment banking, M&A, capital markets leadership; multi-region leadership (Europe, Asia) .
- Board governance experience (chairing nominations/compensation) and risk oversight exposure .
- Financial expert skillset aligned to Compensation Committee work and capital allocation topics .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Richard Campbell-Breeden (total) | 208,912 | <1% | Includes direct and indirect holdings |
| Omeshorn Holdings Ltd (indirect) | 151,148 | — | Campbell-Breeden is a director of Omeshorn Holdings Ltd; indirect beneficial owner |
| Unvested Restricted Stock (director grant, 12/31/2024) | 12,508 | — | Granted 2024; quarterly vesting |
- Insider trading and alignment policies: Hedging of ARQ securities prohibited; clawback adopted per Rule 10D-1; executive stock ownership guidelines exist (directors’ equity via retainer aligns incentives) .
Governance Assessment
- Board effectiveness: Independent status, strong finance/M&A expertise, and service on the Compensation Committee support robust oversight of performance pay design and capital allocation. Attendance met minimum expectations, with the Compensation Committee meeting five times in 2024, indicating engagement .
- Incentive alignment: Director compensation is equity-heavy (stock awards $141,591 vs cash $54,250 in 2024), promoting skin-in-the-game; restricted stock vests quarterly to encourage continuity .
- Related-party/conflict review: No Item 404 related-party transactions disclosed involving Campbell-Breeden. The proxy details other related-party items (e.g., CF Global loan tied to director Jeremy Blank), but not Campbell-Breeden; Audit Committee pre-approves related-party transactions and oversees compliance .
- Risk indicators: No late Section 16(a) filings disclosed for Campbell-Breeden in 2024; no hedging permitted; clawback policy in effect. Say-on-pay support was ~84% in 2024, suggesting reasonable investor acceptance of compensation governance .
- Signals to investors: External chair role in Nominations & Compensation at Julius Baer adds compensation/governance acumen; equity-tilted director pay structure at ARQ reinforces alignment. Committee memberships are expected to refresh post-annual meeting; monitor any shift in his roles (e.g., Compensation chair succession) for governance impact .
RED FLAGS: None disclosed specific to Campbell-Breeden (no related-party transactions, pledging/hedging prohibited, attendance above threshold). Continue monitoring committee reassignments post-meeting and any advisory relationships between ARQ and Omeshorn Capital Advisors (none disclosed) .