Business Context and Reporting Period
This Form 8-K Current Report is filed by Arq, Inc. (Nasdaq: ARQ) on May 27, 2026, covering events occurring between May 20, 2026, and May 27, 2026. The filing primarily addresses significant changes in executive leadership, specifically the appointment of a new Chief Financial Officer and the resignation of the Chief Accounting Officer.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on personnel changes and compensation arrangements rather than financial performance results.
Material Changes
- Appointment of CFO: The Board appointed Shimon Steinmetz as Executive Vice President and Chief Financial Officer, effective on or prior to July 27, 2026. Mr. Steinmetz brings over 20 years of experience, including prior CFO roles at Vesta and Finjan Holdings, and interim CFO experience at Focal Point Care.
- Resignation of Chief Accounting Officer: Stacia Hansen, Chief Accounting Officer and Treasurer, resigned effective June 12, 2026.
Compensation, Guidance, and Risks
Compensatory Arrangements for New CFO
Mr. Steinmetz's employment agreement includes the following terms:
- Base Salary: $500,000 annually.
- Short-Term Incentive: Target bonus of 50% of base salary.
- Long-Term Incentive: Target award of 80% of base salary.
- Inducement Awards:
- 250,000 Restricted Stock Awards (RSAs): 75,000 vest on the second anniversary; 175,000 vest on the third anniversary.
- 150,000 Performance Share Units (PSUs): Vesting is tied to 30-Day VWAP milestones of $8.00, $10.00, and $15.00 per share prior to the third anniversary.
- Severance: In the event of termination without Cause or resignation for Good Reason, benefits include 12 months of base salary, pro-rated bonuses, accelerated vesting of RSAs, performance-based PSU vesting, and 12 months of COBRA premiums.
Outlook and Risks
The filing does not contain specific financial guidance or outlook statements. The primary risk disclosed relates to the transition of financial leadership and the potential dilution or cost impact associated with the new executive's equity awards.
Investor Verification Checklist
- Verify the exact commencement date of Shimon Steinmetz (on or prior to July 27, 2026).
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and "Good Reason."
- Monitor the vesting schedule of the 150,000 PSUs relative to the company's stock price performance.
- Confirm the interim financial leadership arrangement between the resignation of Stacia Hansen (June 12, 2026) and the start of Mr. Steinmetz.