Arq, Inc. Updates CEO Employment Terms, Grants 1.2M RSUs

What Happened

• Arq, Inc. filed an 8-K on July 23, 2026 announcing an amendment to CEO and President Robert Rasmus’s employment agreement that establishes a term through July 23, 2029 (subject to earlier termination or resignation). The amendment sets Mr. Rasmus’s annual salary at $50,000, removes eligibility for an annual bonus and participation in the company’s long-term incentive plan, and provides for certain business expense reimbursements.
• Concurrently, the Compensation Committee approved equity awards under the company’s 2026 Omnibus Incentive Plan totaling 1,200,000 restricted stock units (600,000 time-based RSUs and 600,000 performance-based RSUs). Separately, an inducement award covering 400,000 RSUs (originally granted at hire) had its performance period extended to July 17, 2029.

Key Details

• Employment term: expires July 23, 2029 (amendment dated July 23, 2026).
• Cash compensation: annual salary set at $50,000; CEO no longer eligible for annual bonus or long-term incentive plan awards.
• Time-Based RSUs: 600,000 total; 300,000 vest on the second anniversary and the remainder on the third anniversary of the grant; accelerate on change in control, termination without Cause, termination for Good Reason, or death/disability.
• Performance RSUs: 600,000 total; 200,000 vest at a 30-day VWAP of $3.00, 200,000 at $6.00, and 200,000 at $9.00 (each must occur prior to the third anniversary); achievement before the first anniversary delays vesting until the first anniversary; also accelerate on change in control or certain terminations.
• Inducement RSUs: 400,000 inducement RSUs’ performance period extended to July 17, 2029.

Why It Matters

• These changes shift Mr. Rasmus’s compensation toward equity tied to stock-price performance and away from cash bonus/LTIP payouts, aligning pay more with share-price milestones. For investors, the large RSU grants (potentially 2.0 million new/extended RSUs including the inducement award) could be dilutive if vested and settled.
• The performance-based awards create clear stock-price hurdles ($3/$6/$9 30-day VWAP) that must be met before vesting, which ties potential dilution to company share-price performance. The acceleration provisions on change in control or certain terminations are standard investor considerations for potential accelerated dilution or payout events.