Robert Rasmus
About Robert Rasmus
Robert Rasmus, age 67, has served as Chief Executive Officer and a director of Arq, Inc. since July 2023. He previously founded and led Hi‑Crush, Inc. (2012–2020) and held leadership roles at Red Oak Capital Management and Thunderbolt Capital Corp.; he holds a BA in Government and International Relations from the University of Notre Dame . Under his tenure, pay‑versus‑performance disclosure shows cumulative TSR of 114.35 in 2024 alongside net losses of $5.1 million in 2024 and $12.2 million in 2023; “compensation actually paid” to the CEO in 2024 was $1.85 million, largely driven by equity fair value changes . He and COO Jeremy Williamson were formerly executives at Hi‑Crush, which filed Chapter 11 in 2020; this is disclosed under “Involvement in Certain Legal Proceedings” .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hi‑Crush, Inc. | Chief Executive Officer and Director | 2012–2020 | Founded and scaled fully integrated proppant and logistics provider; Chapter 11 restructuring in 2020 |
| Red Oak Capital Management | Co‑Founder and Managing Partner | Not disclosed | Investment leadership; prior executive/financial management experience |
| Thunderbolt Capital Corp. | President | Not disclosed | Venture capital lead focused on start‑up and early‑stage private equity investments |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| (Prior firms) Red Oak Capital Management; Thunderbolt Capital Corp. | Executive roles (as above) | Not disclosed | Financial/venture leadership; supports CEO credentials and capital markets experience |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Cash Bonus ($) |
|---|---|---|---|
| 2024 | 50,000 | 100% (STIP target) | — (Comp Committee approved STIP payouts; SCT shows $0 for 2024) |
| 2023 | 21,154 | Not disclosed | 125,000 (sign‑on/retention) |
Notes:
- 2024 STIP targets were set at 100% of base salary for the CEO; the Compensation Committee approved payouts based on ~75% target achievement, but individual payout amounts are not enumerated in the Summary Compensation Table .
Performance Compensation
Short‑Term Incentive Plan (STIP) – 2024 Design and Outcome
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Adjusted EBITDA | Not disclosed | Not disclosed | ~75% of STIP performance targets achieved across metrics; payouts approved (amounts not itemized) | Cash/equity per Committee; annual performance period |
| Gross Margin | Not disclosed | Not disclosed | See above | See above |
| SG&A % of Revenue | Not disclosed | Not disclosed | See above | See above |
| Overall Equipment Efficiency | Not disclosed | Not disclosed | See above | See above |
| Commissioning Milestones | Not disclosed | Not disclosed | See above | See above |
| Total Recordable Incident Rate (TRIR) | Not disclosed | Not disclosed | See above | See above |
Long‑Term Incentive Plan (LTIP) – 2024 Grants and Structure
| Award Type | Grant Effective Date | Units Granted (CEO) | Vesting | Performance Curve / Conditions |
|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | Aug 1, 2024 | 3,571 | 1/3 on Aug 1, 2025; 1/3 on Mar 23, 2026; 1/3 on Mar 23, 2027; continued service required | Time‑based |
| Performance Stock Units (PSUs) – TSR vs Peer Group | Aug 1, 2024 | 3,571 | 3‑year cliff; performance period ends Dec 31, 2026 | 50% payout at 30th pct; 100% at 50th pct; 125% at 65th pct; 200% at ≥90th pct TSR rank |
| Inducement Options (Hire grant) | Jul 17, 2023 | 1,000,000 total; 333,333 exercisable, 666,667 unexercisable at 12/31/24 | Vest ratably in 3 equal annual installments (through Jul 17, 2026); expires Jul 17, 2033 | Strike $3.00; time‑based vesting |
| Inducement PSUs with Stock Price Hurdles | Jul 17, 2023 | 400,000 total (250,000 RSUs at $10 VWAP; 150,000 PSUs at $15 VWAP) | Hurdles must be met prior to third anniversary of grant; 30‑day VWAP tests | Market‑based VWAP hurdles ($10 and $15 over 30 days) |
Additional context:
- 2022 PSUs vested at 88.14% based on TSR rank 45.26th percentile (performance period ended Dec 31, 2024; vest date Feb 12, 2025) .
- Company states options are not timed around MNPI; blackout/trading window restrictions apply; RSAs/PSUs can be granted without exercise price timing constraints .
Equity Ownership & Alignment
| As of | Shares Beneficially Owned (Current) | Rights to Acquire (Options/Units within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Apr 7, 2025 | 983,561 | 333,333 | 1,316,894 | 3.10% (based on 42,214,253 shares) |
- Insider purchase: Participated in Sept 20, 2024 underwritten offering by buying 25,000 shares for ~$131,000 on same terms as other purchasers .
- Ownership guidelines: Executives encouraged to hold ≥1x base salary; as of Dec 31, 2024 each NEO met guidelines .
- Hedging/derivatives: Prohibited under Insider Trading Policy (e.g., zero‑cost collars, forward‑sale transactions) .
- Pledging: No pledging prohibition is explicitly stated; no pledging disclosures are provided in the proxy .
CEO Outstanding Equity Detail (12/31/2024)
| Instrument | Quantity Unexercised/Unvested | Key Terms | Market Value Basis |
|---|---|---|---|
| Stock Options (Exercisable) | 333,333 | Strike $3.00; exp. 7/17/2033 | N/A |
| Stock Options (Unexercisable) | 666,667 | Vest on 7/17/2025 and 7/17/2026 | N/A |
| RSAs (2024 grant) | 3,571 unvested | Vest per schedule above | $27,032 at $7.57 close 12/31/24 |
| PSUs (2024 grant, target reporting) | 3,571 unearned | TSR relative vesting in 2026 | $27,032 at $7.57 close 12/31/24 |
| Inducement PSUs with price hurdles | 400,000 | 250k at $10 VWAP; 150k at $15 VWAP (30‑day VWAP; ≤3 years) | $3,028,000 at $7.57 close 12/31/24 (reported) |
Note: Proxy discloses closing price of $7.57 on 12/31/2024 and uses it to compute RSA/PSU market values; options are in‑the‑money at that price (strike $3.00) .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement Effective | July 17, 2023 (Rasmus Agreement) |
| Severance (without Cause / resignation for Good Reason) | 12 months base salary + target STIP bonus for year of termination; accelerated vesting of any unvested portion of CEO options; severance pay not payable upon death/disability |
| Definitions | “Cause” includes failure to perform, fraud/embezzlement, felony, gross negligence/willful misconduct, material breach/violation; cure periods apply as specified . “Good Reason” includes reductions in salary/target bonus, material breach by Company, required relocation, or material diminution of title/authority/reporting; cure periods apply . “Change in Control” defined by >50% voting power change, board replacement not endorsed, or asset ownership change |
| Non‑Compete/Non‑Solicit | Agreement includes covenants addressing non‑competition, non‑solicitation and non‑divergence; durations not disclosed |
| Clawback | Nasdaq/Rule 10D‑1 compliant policy; recovers erroneously awarded incentive‑based compensation following restatements within prior 3 years |
| Insider Trading Policy | Prohibits hedging and Arq‑based derivatives (e.g., zero‑cost collars), and certain transactions between covered persons and company securities |
| Stock Ownership Guidelines | ≥1x base salary; CEO in compliance as of 12/31/2024 |
Board Governance
- Board service: Director since 2023; President and CEO, no committee memberships .
- Independence and dual‑role implications: CEO is an executive director (not independent). Board maintains separate Chair and CEO roles, with Chair as an independent director, to oversee executive sessions and mitigate CEO‑Chair concentration risk .
- Committee structure and attendance: Audit, Compensation, and Nominating & Governance committees comprised solely of independent directors; all incumbent directors attended ≥75% of Board/committee meetings in 2024 . Current/2024 Chairs: Audit—Laurie Bergman; Compensation—L. Spencer Wells; Nominating & Governance—Carol Eicher (post‑meeting committee assignments to be set) .
Director Compensation (context)
Non‑employee director compensation and equity grants are disclosed; as a management director, the CEO is not included in the non‑employee director table .
Compensation Peer Group and Say‑on‑Pay
- Compensation consultant: Lyons, Benenson & Company engaged in 2023; peer group of 15 companies approved for benchmarking across adjacent industrial/environmental/specialty chemicals and energy segments .
- Peer group examples: CECO Environmental Corp., Energy Recovery, Inc., Clean Energy Fuels Corp., FutureFuel Corp., Intrepid Potash, Inc., Profire Energy, Inc., Perma‑Fix Environmental Services, Inc., Aspen Aerogels, Inc., Flotek Industries, Inc., etc. .
- Say‑on‑Pay: ~84% approval at 2024 annual meeting; Board recommends annual frequency and continues to consider vote outcomes in compensation decisions .
Performance & Track Record
- Pay vs Performance: CEO “compensation actually paid” in 2024 increased primarily due to equity fair value appreciation (options/PSUs) as Arq’s share price rose; TSR cumulative values: 36.71 (2022), 45.02 (2023), 114.35 (2024); Net losses: $(8.9)mm (2022), $(12.2)mm (2023), $(5.1)mm (2024) .
- Legal proceedings: Prior CEO role at Hi‑Crush with Chapter 11 filing in July 2020 is disclosed; no other reported legal issues .
Risk Indicators & Red Flags
- Market‑based hurdles and in‑the‑money options create potential event‑driven exercise/sale dynamics around VWAP hurdle achievements ($10/$15) and option vest dates .
- Anti‑takeover/TAX asset protection plan (TAPP): The Board maintains a TAPP to protect ~$86.1mm of tax attributes; while not specific to the CEO, it influences governance and potential ownership changes .
- Hedging prohibited; pledging not addressed; no reported pledging of CEO shares .
Investment Implications
- Alignment: Rasmus owns ~3.10% of shares (incl. options within 60 days) and purchased 25,000 shares in the 2024 offering, signaling alignment and confidence; ownership guidelines and clawback further reinforce pay‑for‑performance .
- Incentive design: 2024 STIP tied to operational/financial metrics and ESG‑adjacent safety (TRIR); LTIP balanced between RSAs and PSUs with a peer‑relative TSR curve; inducement options at $3.00 and price‑hurdle PSUs ($10/$15 VWAP) create strong equity‑linked incentives .
- Selling pressure risk: As options are in‑the‑money and price hurdles could trigger sizable vesting, monitor Form 4s near vest dates and VWAP events for potential insider selling and overhang; STIP payouts were approved for ~75% target achievement, but 2024 SCT shows no cash bonus, suggesting heavier reliance on equity value realization .
- Governance: CEO serves on the Board but is not Chair; separation of roles and independent committees mitigate dual‑role concerns; say‑on‑pay support (~84%) indicates investor acceptance of the pay program despite ongoing net losses .