Arq (NASDAQ: ARQ) hires Shimon Steinmetz as CFO with equity awards and CAO exit
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Arq, Inc. is reshaping its finance leadership by appointing Shimon Steinmetz as Executive Vice President and Chief Financial Officer, effective on or before July 27, 2026, while he also becomes the company’s principal financial officer. Steinmetz brings more than twenty years of corporate finance, restructuring, banking, and public-company experience, including prior CFO roles at Finjan Holdings and Vesta and earlier work at Salomon Smith Barney and Goldman Sachs.
Under his employment agreement, Steinmetz will receive a base salary of $500,000, with a target annual bonus equal to 50% of salary and a long‑term incentive target of 80% of salary. He is being granted 250,000 restricted stock awards that vest over two and three years, plus 150,000 performance share units that vest in three 50,000‑share tranches if Arq’s 30‑day volume‑weighted average share price reaches $8.00, $10.00, and $15.00 within three years. If he is terminated without cause or resigns for good reason, he is eligible for 12 months of salary, bonus for the year of termination based on actual performance, accelerated vesting of equity awards, and 12 months of COBRA premiums.
Arq also disclosed that Chief Accounting Officer and Treasurer Stacia Hansen submitted her resignation, which is expected to be effective June 12, 2026. The company stated that her departure was not due to any disagreement regarding operations, policies, practices, or financial reporting.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CFO base salary: $500,000 per year
Target annual bonus: 50% of base salary
Long-term incentive target: 80% of base salary
+5 more
8 metrics
CFO base salary
$500,000 per year
Annual base salary for Shimon Steinmetz under employment agreement
Target annual bonus
50% of base salary
Short-term incentive plan target for CFO
Long-term incentive target
80% of base salary
Target award under long-term incentive plan
Restricted stock awards
250,000 RSAs
Inducement awards; 75,000 vest at year 2, 175,000 at year 3
Performance share units
150,000 PSUs
Three tranches of 50,000 tied to $8, $10, and $15 30-day VWAP
PSU price hurdles
$8.00, $10.00, $15.00 per share
30-day VWAP triggers before third anniversary of grant date
Severance salary continuation
12 months
Base salary continuation if terminated without cause or for good reason
COBRA severance benefit
12 months of premiums
Lump-sum payment equal to 12 months of COBRA premiums
Key Terms
performance share units, 30-Day VWAP, Good Reason, Nasdaq Listing Rule 5635(c)(4), +1 more
5 terms
30-Day VWAP financial
"when the volume weighted average price of the Company’s common stock over a 30-day period (the “30-Day VWAP”)"
Thirty-day VWAP is the average price at which a stock traded over the past 30 trading days, weighted by the number of shares traded at each price during that period. It matters to investors because it gives a clearer picture of the price buyers and sellers have actually paid—like a sales-weighted average for a store—and is used to judge whether current price action is fair, to benchmark trading performance, and to spot longer-term support or resistance levels.
Good Reason financial
"In the event Mr. Steinmetz is terminated without Cause or resigns for Good Reason"
Nasdaq Listing Rule 5635(c)(4) regulatory
"The award was approved in accordance with Nasdaq Listing Rule 5635(c)(4)."
NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 2026
(Name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: (720 ) 598-3500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | |||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||
On May 26, 2026, the Board of Directors (the “Board”) of Arq, Inc. (the “Company”) appointed Shimon Steinmetz, 48, as the Company’s Executive Vice President and Chief Financial Officer, effective as of his commencement date which will be on or prior to July 27, 2026. Upon the effective date of his appointment, Mr. Steinmetz will serve as the Company’s principal financial officer.
Mr. Steinmetz has over twenty years of experience in finance, corporate restructuring, banking, and executive management for both private and public companies. Since 2024, Mr. Steinmetz has served as the interim Chief Financial Officer of Focal Point Care, a private equity backed healthcare services company. Prior to his time at Focal Point Care, Mr. Steinmetz served as Chief Financial Officer of Vesta, a global financial technology firm. From 2017 to 2022, Mr. Steinmetz worked as a senior director at the consulting firm Alvarez & Marsal, LLP. Prior to his time at Alvarez & Marsal, LLP, Mr. Steinmetz served as Chief Financial Officer of Finjan Holdings, Inc., where he successfully guided the company through its transition to a publicly listed entity in 2013. Mr. Steinmetz began his career in investment banking at both Salomon Smith Barney and Goldman Sachs. Mr. Steinmetz holds a Bachelor of Science degree in finance from Yeshiva University and a Master of Business Administration from the University of Chicago’s Booth Graduate School of Business.
On May 26, 2026, Mr. Steinmetz and the Company entered into an employment agreement (the “Agreement”). Pursuant to the Agreement, Mr. Steinmetz will receive an annual base salary of $500,000, and be eligible to participate in the Company’s short-term incentive plan with a target bonus opportunity of 50% of his base salary and the Company's long-term incentive plan with a target award of 80% of his base salary. In addition, Mr. Steinmetz will receive the following inducement awards: (a) 250,000 restricted stock awards ("RSAs"), 75,000 of which will vest on the second anniversary of the grant date and 175,000 of which RSAs shall vest on the third anniversary of the grant date; and (b) 150,000 performance share units ("PSUs"), which vests as to 50,000 PSUs when the volume weighted average price of the Company’s common stock over a 30-day period (the “30-Day VWAP”) equals $8.00 per share, as to 50,000 PSUs when the 30-Day VWAP equals $10.00 per share, and as to 50,000 PSUs when the 30-Day VWAP equals $15.00 per share, in each case, prior to the third anniversary of the grant date.
In the event Mr. Steinmetz is terminated without Cause or resigns for Good Reason (each as defined in the Agreement), the Agreement provides for the following severance benefits, subject to his execution and non-revocation of a release of claims: (a) 12 months of continued base salary payments; (b) payment of any short-term incentive or other cash bonus for the year in which such termination occurs based on actual performance; (c) accelerated vesting of all time-based RSAs; (d) accelerated vesting of all PSUs based on actual performance through the termination date; and (e) a lump-sum payment equal to 12 months of COBRA premiums. The Employment Agreement also includes standard confidentiality, inventions assignment, and incentive compensation clawback provisions.
The foregoing summary of the Agreement does not purport to be a complete description of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Mr. Steinmetz’s appointment is not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. Steinmetz and any director, executive officer or other person that would require disclosure under Item 401(d) of Regulation S-K. There are no transactions in which Mr. Steinmetz has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Resignation of Chief Accounting Officer
On May 20, 2026, Stacia Hansen, the Chief Accounting Officer and Treasurer of the Company, submitted her resignation and the Board accepted such resignation. The effective date of Ms. Hansen's resignation as Chief Accounting Officer is expected to be June 12, 2026.
| Item 8.01 | Other Events. | |||||||
On May 27, 2026, the Company issued a press release announcing the management changes described in this Current Report on Form 8-K, the full text of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits | |||||||
1
| Exhibit No. | Description | |||||||
| 10.1 | Employment Agreement by and between Shimon Steinmetz and Arq, Inc. dated May 26, 2026.*, ** | |||||||
| 99.1 | Press Release, dated May 27, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
Notes:
* – Management contract or compensatory plan or arrangement.
** – Portions of this exhibit have been omitted pursuant to Item 601(b)(10) as information that the Company customarily and actually treats that information as private or confidential and is not material.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 27, 2026
| Arq, Inc. | |||||
| Registrant | |||||
| /s/ Robert Rasmus | |||||
| Robert Rasmus | |||||
| Chief Executive Officer | |||||
3
Exhibit 99.1
Arq Strengthens Executive Team with Appointment of Shimon Steinmetz as Chief Financial Officer
Seasoned finance executive enhances financial leadership and supports long-term strategy
GREENWOOD VILLAGE, Colorado, May 27, 2026 - GlobeNewswire - Arq, Inc. (NASDAQ: ARQ) (the "Company" or "Arq"), a producer of activated carbon and other environmentally efficient carbon products for use in purification and sustainable materials, today announced the appointment of Shimon Steinmetz as Executive Vice President and Chief Financial Officer.
Mr. Steinmetz brings more than two decades of corporate finance, capital markets and operational leadership to Arq. He is a seasoned financial executive with a proven track record of driving financial strategy, operational excellence, and value creation at both public and private companies. He brings deep experience leading finance functions across complex, high-growth environments, including prior CFO roles at Finjan Holdings, where he successfully guided the company through its transition to a publicly listed entity, and Vesta, a global PE-backed FinTech. Mr. Steinmetz is well-versed in all aspects of public company financial leadership, including SEC reporting, SOX compliance, capital markets, investor relations, and strategic planning. Mr. Steinmetz began his career in investment banking at Salomon Smith Barney and Goldman Sachs and holds an MBA from the University of Chicago Booth School of Business.
"I am thrilled to welcome Shimon to the Arq team as part of the broader organizational restructuring Arq has undertaken to strengthen operational efficiency and financial leadership," said Bob Rasmus, Chief Executive Officer of Arq. "He brings exactly the kind of hands-on financial leadership and operational expertise we need as we execute our growth strategy. I am confident he will make an immediate impact and help position Arq for long-term, sustainable success."
"I am excited to join Arq at this important stage of the Company's evolution," said Mr. Steinmetz. "I look forward to working with Bob and the team to strengthen Arq's financial foundation and help drive the Company's long-term growth strategy."
Arq also announced the issuance of inducement equity awards to Mr. Steinmetz in connection with his appointment, to be granted upon the effective date of his appointment. The inducement equity awards consist of (i) an award of 250,000 restricted stock awards ("RSAs"), and (ii) an award of 150,000 performance share units ("PSUs"). Of the RSA award, 75,000 RSAs will vest on the second anniversary of the grant date and 175,000 RSAs will vest on the third anniversary of the grant date. The PSU award will vest in three equal tranches of 50,000 PSUs upon the Company's common stock achieving a 30-day volume weighted average price ("VWAP") of
$8.00, $10.00, and $15.00, respectively, in each case subject to Mr. Steinmetz's continued employment with the Company and prior to the third anniversary of the grant date. The award was approved in accordance with Nasdaq Listing Rule 5635(c)(4).
Additionally, the Company announced that Stacia Hansen has resigned from her role as Chief Accounting Officer, effective as of June 12, 2026. Hansen's resignation was not the result of any disagreement with the Company, its management, or any member of the Board of Directors on any matter relating to the Company's operations, policies, practices, or financial reporting.
About Arq
Arq (NASDAQ: ARQ) is a diversified, environmental technology company with products that enable a cleaner and safer planet while actively reducing our environmental impact. As the only vertically integrated producer of activated carbon products in North America, we deliver a reliable domestic supply of innovative, hard-to-source, high-demand products. We apply our extensive expertise to develop groundbreaking solutions to remove harmful chemicals and pollutants from water, land and air. Learn more at: www.arq.com.
Source: Arq, Inc.
Investor Contact:
Anthony Nathan, Arq
Marc Silverberg, ICR
investors@arq.com
FAQ
What executive leadership change did Arq (ARQ) announce in this 8-K?
Arq appointed Shimon Steinmetz as Executive Vice President and Chief Financial Officer, effective on or before July 27, 2026. He will also serve as principal financial officer, bringing over two decades of corporate finance, restructuring, and public-company leadership experience.
What are the key compensation terms for Arq (ARQ) CFO Shimon Steinmetz?
Steinmetz will receive a $500,000 annual base salary, a target bonus equal to 50% of salary, and a long-term incentive target equal to 80% of salary, plus time-based restricted stock and performance share unit equity awards tied to Arq’s future stock performance.
How are Shimon Steinmetz’s inducement equity awards at Arq (ARQ) structured?
He is granted 250,000 restricted stock awards that vest over two and three years, and 150,000 performance share units that vest in three 50,000-share tranches if Arq’s 30-day VWAP reaches $8.00, $10.00, and $15.00 within three years, subject to continued employment.
What severance protections does Arq (ARQ) provide to its new CFO?
If Steinmetz is terminated without cause or resigns for good reason, he is eligible for 12 months of base salary, a cash bonus for the year of termination based on actual performance, accelerated vesting of his equity awards, and a lump-sum equal to 12 months of COBRA premiums.
Which executive at Arq (ARQ) resigned and when is it effective?
Chief Accounting Officer and Treasurer Stacia Hansen submitted her resignation, which is expected to be effective June 12, 2026. The company stated that her resignation was not due to any disagreement regarding its operations, policies, practices, or financial reporting.
Were Arq (ARQ) inducement awards to the new CFO approved under Nasdaq rules?
Yes. The inducement equity awards to Shimon Steinmetz, consisting of restricted stock awards and performance share units, were approved in accordance with Nasdaq Listing Rule 5635(c)(4), which allows certain equity grants in connection with employment inducements.