NOTICE OF THE 20182019 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On

June 8, 20187, 2019

AquaVenture Holdings Limited Shareholders:

Notice is hereby given that the 20182019 Annual Meeting of Shareholders (the “Annual Meeting”) of AquaVenture Holdings Limited ("AVH") will be held on Friday, June  8, 2018,7, 2019, at 9:8:00 a.m., local time, at The Westin Grand Cayman, 30620 Seven Mile Beach 0, Cayman Islands.Marriott Downtown at CF Toronto Eaton Centre, 525 Bay Street Toronto, Ontario M5G 2L2.

Only AVH shareholders of record at the close of business on April 18, 2018,2019, may vote at this meeting or at any adjournments that may take place. At the meeting, shareholders will consider and act upon the following items:

1. PROPOSAL 1:    Election of threetwo Class IIIII directors for three-year terms;

2. PROPOSAL 2:    Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2018;2019; and

3. Attend to any other business properly presented at the meeting.

Our Board of Directors recommends that you vote in favor of the director nominees and in favor of the ratification of the appointment of KPMG LLP.

The proxy statement, proxy card and our 20172018 Annual Report to Shareholders (the “2017“2018 Annual Report”) are being mailed to our shareholders on or about April 27, 2018.26, 2019. Whether or not you plan to attend the annual meeting, we encourage you to vote your shares. Please submit your proxy in any one of the following ways: (1) using the toll-free telephone number shown on the enclosed proxy card; (2) using the Internet website shown on the enclosed proxy cardcard; or (3) completing, signing and dating the enclosed proxy card and returning it promptly in the enclosed postage-paid envelope.

YOUR VOTE IS IMPORTANT

Based on current New York Stock Exchange rules your broker will NOT be able to vote your ordinary shares with respect to the election of directors (Proposal 1) if you have not provided instructions to your broker. We strongly encourage you to provide instructions to your broker to vote your ordinary shares and exercise your rights as a shareholder.

If you are a shareholder of record as of April 18, 2018,2019, you will be admitted to the meeting upon presenting a form of photo identification. If you own ordinary shares beneficially through a bank, broker or otherwise, you will be admitted to the meeting upon presenting a form of photo identification and proof of share ownership or a valid proxy signed by the record holder. A recent brokerage statement or a letter from a bank or broker are examples of proof of share ownership for this purpose.

Regardless of whether or not you plan to attend the Annual Meeting, please follow the instructions you received to authorize a proxy to vote your ordinary shares as soon as possible to ensure that your ordinary shares are represented at the Annual Meeting. Any shareholder that decides to attend the Annual Meeting in person may, if so desired, revoke the prior proxy by voting their ordinary shares at the Annual Meeting.

If you need further assistance, please contact AVH Investor Relations at (855) 278‑9227. Thank you for your continuing support.

By Order of the Board of Directors,

Lee S. Muller
Chief Financial Officer and Assistant Secretary

Tortola, British Virgin Islands
April 27, 201826, 2019

Table of Contents

PROXY STATEMENT

20182019 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation by the Board of Directors (“Board”) of AquaVenture Holdings Limited (“AVH”, “we”, “us”, “our” or the “Company”) of proxies to be voted at the 20182019 Annual Meeting of Shareholders (“Annual Meeting”). We will bear the cost of this solicitation. On or about April 27, 2018,26, 2019, we mailed to shareholders our proxy statement, proxy card and 20172018 Annual Report to Shareholders (collectively, the “Proxy Materials”). The following is important information regarding the Annual Meeting and this proxy statement.

Q:          When is the annual meeting and where will it be held?

A:          The Annual Meeting will be held on Friday, June 8, 2018,7, 2019, at 9:8:00 a.m., local time, at The Westin Grand Cayman, 30620 Seven Mile Beach 0, Cayman Islands.Marriott Downtown at CF Toronto Eaton Centre, 525 Bay Street Toronto, Ontario M5G 2L2.

Q:          Why did you send me this proxy statement?

A:          We sent you this proxy statement and the enclosed proxy card because AVH’s Board is soliciting your proxy on behalf of AVH to vote your shares at the Annual Meeting. This proxy statement summarizes information that we are required to provide to you under the rules of the United States Securities and Exchange Commission (the “SEC”) and which is designed to assist you in voting.

Q:          How do I vote using the telephone or the Internet?

A:          Shareholders with ordinary shares directly registered in their names with Computershare Trust Company, N.A. (“Computershare”), AVH’s transfer agent, may vote on the Internet at http://www.investorvote.com/WAAS. The voter will be required to provide the Control Number contained on the voter’s proxy card. After providing the correct Control Number, the voter will be asked to complete an electronic proxy card. The votes will be generated on the computer screen and the voter will be prompted to submit or revise them as desired. Votes submitted via the Internet by a registered shareholder must be received by 11:59 p.m., Eastern Daylight Time, on June 7, 2018.6, 2019.

A number of brokerage firms and banks are participating in a program for shares held in “street name” that offers Internet voting options. This program is different from the program provided by Computershare for shares registered in the name of the shareholder. If your shares are held in an account at a brokerage firm or bank participating in the street name program, you may have already been offered the opportunity to elect to vote using the Internet. Votes submitted via the Internet through the street name program must be received by 11:59 p.m., Eastern Daylight Time, on June 7, 2018.6, 2019.

Shareholders voting via the Internet should understand that there might be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which the shareholder must bear.

Shareholders eligible to vote at the Annual Meeting, may also vote by calling (toll free) 1‑800‑652‑VOTE (8683), using a touch‑tone telephone and following the recorded instructions. Votes submitted via telephone must be received by 11:59 p.m., Eastern Daylight Time, on June 7, 2018.6, 2019.

Please note that the method of voting used will not affect your right to vote in person should you decide to attend the Annual Meeting in person. Also, please be aware that AVH is not involved in the operation of either of these Internet voting procedures and does not take responsibility for any access or Internet service interruptions that may occur or any inaccuracies, or erroneous or incomplete information that may appear.

Q:          Who is entitled to vote?

A:          Only holders of record of our ordinary shares at the close of business on April 18, 20182019 (“Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting. As of close of business on the Record Date, 26,522,87026,934,379 ordinary shares were issued and outstanding. Every shareholder is entitled to one vote for each ordinary share held on the Record Date.

Q:          Upon what may I vote?

A:          (1)          Election of threetwo Class IIIII directors for three‑year terms; and

(2)          Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2018.2019.

Q:          How does the Board recommend that I vote?

A:          The Board recommends that you vote:

Q:          How will voting on any other business be conducted?

A:          We are not aware of any business to be brought before the shareholders at the Annual Meeting other than as described in this proxy statement. However, if any other business is properly presented for shareholder consideration, your signed proxy card gives authority to Doug Brown, ChairmanAnthony Ibarguen, President and Chief Executive Officer, Anthony Ibarguen, President, and Lee S. Muller, Chief Financial Officer, to vote on those matters at their discretion.

Q:          What constitutes a quorum?

A:          Shareholders may not take action at the Annual Meeting unless there is a quorum present at the meeting. A meeting of shareholders is duly constituted, and a quorum is present, if, at the commencement of the meeting, there are present in person or by proxy not less than 50% of the votes of the shares entitled to vote on resolutions of shareholders to be considered at the meeting. Abstentions and broker non‑votes (as described below) will be included in the calculation of the number of shares considered to be present at the meeting for quorum purposes.

Q:          How many votes are needed for approval of each proposal presented in this proxy statement?

A:          Assuming that at least a majority of the ordinary shares of AVH are represented at the Annual Meeting, either in person or by proxy:

Directors shall be elected by the affirmative vote of a simple majority of the votes of those shareholders entitled to vote and voting on the election (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). Abstentions and broker non‑votes are not considered votes cast for the foregoing purpose and will have no effect on the election of nominees.

The Audit Committee’s appointment of KPMG LLP as AVH’s independent registered public accounting firm for 20182019 will be ratified if a majority of the votes cast support the appointment. Your broker or other nominee will be able to vote your shares with respect to this proposal without your instructions as the proposal to ratify

Q:          How do I vote?

A:          You may vote your shares either in person or by proxy. Whether you plan to attend the meeting and vote in person or not, we encourage you to submit your proxy by: (1) using the toll‑free telephone number shown on the enclosed proxy card; (2) using the Internet website shown on the enclosed proxy card or (3) completing, signing and dating the enclosed proxy card and returning it promptly in the enclosed postage‑paid envelope. If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted consistent with the Board’s recommendations listed above.

Shareholders voting via the Internet should understand that there might be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which the shareholder must bear.

Q:          Can I change my vote?

A:           You have the right to change your vote at any time before the meeting by:

In addition, you may change your vote by attending the Annual Meeting in person and voting directly at the Annual Meeting.

Q:          How are my shares voted if I submit a proxy but do not specify how I want to vote?

A:           If you submit a properly executed proxy card or complete the telephone or Internet voting procedures but do not specify how you want to vote, your shares will be voted: (1) FOR the election of each of the Class II director nominees for director; (2) FOR the ratification of the appointment of KPMG LLP as AVH’s independent registered public accounting firm for 2018;2019; and (3) in the discretion of the persons named as proxies on all other matters that may be brought before the meeting.

Q:          Who will count the vote?

A:           A representative of Computershare, an independent tabulator, will count the vote and act as the inspector of elections.

Q:          Who will pay for this proxy solicitation?

A:          We will pay all the costs of soliciting these proxies, except for costs associated with individual shareholder use of the Internet and telephone. In addition to mailing proxy solicitation material, our directors and employees may solicit proxies in person, by telephone or by other electronic means of communication. We will also

Q:          Who is entitled to attend the Annual Meeting?

A:           Attendance at the Annual Meeting will be limited to our shareholders as of the Record Date and to guests of AVH. All shareholder guests must be approved by AVH and will be limited to spouses, persons required for medical assistance and properly authorized representatives of our shareholders as of the Record Date. In addition, if you wish to attend the Annual Meeting and you are not the record holder of your shares, you must first obtain a legal proxy form from your broker or other organization that holds your shares. Please contact your broker or organization for instructions regarding obtaining a legal proxy. If you obtain a legal proxy and plan to attend the Annual Meeting, you will be required to present a valid form of identification.

Q:          How do I submit shareholder proposals to be brought before the Annual Meeting or future annual meetings?

A:           Shareholder proposals intended to be presented at the next Annual Meeting, other than a proposal to be considered for inclusion in the Company’s proxy statement as described below, must satisfy the requirements set forth in the advance notice provision under our memorandum and articles of association. To be timely for our next annual meeting of shareholders, any such proposal must be delivered in writing to Conyers Corporate Services (BVI) Limited, Secretary, at AquaVenture Holdings Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee S. Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626, between the close of business on February 8, 20192020 and March 8, 2019.9, 2020.

If the date of the next annual meeting of the shareholders is scheduled to take place before May 9, 20198, 2020 or after August 7, 2019,6, 2020, notice must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

Any nomination must include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A under the Securities Exchange Act of 1934, as amended, or the Exchange Act, the person��sperson’s written consent to be named in the proxy statement and to serve as a director if elected, and such information as we might reasonably require to determine the eligibility of the person to serve as a director. As to other business, the notice must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of such shareholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for shareholder action. In addition, to make a nomination or proposal, the shareholder must be of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner), including the name and address, as they appear on our books, of the shareholder proposing such business, the number of our shares which are, directly or indirectly, owned beneficially or of record by the shareholder proposing such business or its affiliates or associates (as defined in Rule 12b‑2 promulgated under the Exchange Act) and certain additional information.

Q:          When are the shareholder proposals to be considered for inclusion in the proxy materials for the next Annual Meeting of Shareholders due?

A:          In addition to the requirements stated above, all shareholder proposals to be considered for inclusion in next year’s proxy statement pursuant to Rule 14a‑8 promulgated under the Exchange Act must be submitted in writing to Conyers Corporate Services (BVI) Limited, Secretary, at AquaVenture Holdings Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee S. Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626, by December 29, 2018.28, 2019. If the date of the annual meeting is moved by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, then notice must be received within

Explanatory Note

We are an emerging growth company, as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes‑Oxley Act of 2002 (the “Sarbanes‑Oxley Act”), (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We could be an emerging growth company for up to five years after our initial public offering in October 2016, or October 2021. However,  other circumstances could cause us to lose emerging growth company status earlier, including the earlier of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion (as inflation adjusted by the SEC from time to time) or more; (ii) the last day of the fiscal year in which we have issued more than $1 billion in non-convertible debt during the past three years; or (iii) the date on which we are deemed a “large accelerated filer,” as defined by the Exchange Act Rule 12b-2, in which case we would no longer be an emerging growth company as of the following fiscal year end.

PROPOSAL 1: ELECTION OF DIRECTORS

Our business and affairs are managed under the direction of our Board. The number of directors is fixed by our Board, subject to the terms of our memorandum and articles of association. Our Board currently consists of nine directors, seven of whom qualify as "independent" under New York Stock Exchange (“NYSE”) listing standards.

In accordance with our memorandum and articles of association, our Board is divided into three classes of directors with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our shareholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows:

On April 18, 2019, Evan Lovell informed the Company that he will not stand for re-election to our Board when his term expires at the Annual Meeting.  Mr. Lovell’s decision did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one third of the directors.

Each director nominee named below is currently a director of AVH. The ages shown are as of April 27, 2018,26, 2019, the date of this proxy statement. Each director nominee has agreed to serve as a director if elected. If one or more of the nominees becomes unavailable for election, or does not stand for re-election, the remaining members of the Board will, in their sole discretion and pursuant to authority granted by the AVH memorandum and articles of association, nominate and vote for a replacement director or reduce the authorized number of directors.

B.A. from the University of Virginia and an M.B.A. from Stanford University. We believe Mr. Evans is qualified to serve on our Board because of his executive and investment experience.

Mr. Reilly has served as a member of our Board of Directors since 2014.  For 28 years prior to his retirement in 2009, Mr. Reilly served as a senior audit partner at KPMG LLP. Since July 2010, Mr. Reilly has served on the board of directors and as chair of the audit committee of Aspen Aerogels, Inc. (NYSE: ASPN), a leader in the energy insulation market. Mr. Reilly also serves as a member of the finance and audit committee for the Clergy Health and Retirement Trust Funds of the Archdiocese of Boston. From September 2009 to December 2018, Mr. Reilly served as a trustee and chair of the audit committee of Perkins School for the Blind. From November 2012 to December 2013, Mr. Reilly served as a consultant to a Fortune 500 company related to finance, controls and governance issues at its subsidiary in India. Mr. Reilly holds a B.S. in Business Administration from Northeastern University and is a Certified Public Accountant. We believe Mr. Reilly is qualified to serve on our Board because of his experience in business, accounting and finance.

OUR BOARD RECOMMENDS A VOTE FOR EACH OF THE ABOVE DIRECTOR NOMINEES.

Continuing Directors, Class I Directors (Term Expires in 2020)

Mr. Brown founded the Company in December 2006 and has served as our Chairman of the Board since January 2007. Mr. Brown served as our Chief Executive Officer from January 2007 to October 2012 and from October 2014 to December 2018. Mr. Brown has also served as Chief Executive Officer of the Seven Seas Water business from January 2007 to October 2012 and from October 2014 through December 2018. From 2003 to 2005 Mr. Brown served as the Chief Executive Officer of Ionics, Incorporated (NYSE: ION), a water purification technology company that was sold to General Electric in 2005. Together with his prior experience at Ionics, he has more than 20 years of experience in the water industry. Before joining Ionics, Mr. Brown spent 17 years at Advent International Corporation, a global private equity firm, the last seven years of which he was chief executive officer. He also serves as an operating partner and senior advisor of Element Partners, a private equity firm. Mr. Brown received a B.S. in Chemical Engineering from Massachusetts Institute of Technology and an M.B.A. from Harvard Business School where he was designated a Baker Scholar and a Loeb Rhodes Fellow in Finance. We believe Mr. Brown is qualified to serve on our Board because of his experience as an executive officer of our company, his extensive business, management and executive experience and his experience as a seasoned investor.

Mr. Lincoln has served as a member of our Board of Directors since 2016.  Mr. Lincoln is a founder of and has served as managing partner at Element Partners LP, a sustainability and industrial technology investment firm, since 2004. Mr. Lincoln has been a prominent investor in renewable and alternative energy and industrial technology companies for over 25 years. Mr. Lincoln currently serves as a member of the board of directors of numerous private companies. Mr. Lincoln holds a B.A. with honors from Colgate University and an M.S. from the University of Pennsylvania. We believe Mr. Lincoln is qualified to serve on our Board because of his experience as a seasoned investor, operator and business advisor in the energy and technology industry.

Ms. Coy has served as a member of our Board of Directors since February 2019. Ms. Coy has served as a partner with XPV Water Partners, the largest water-focused growth equity fund in North America, since 2015 and as an advisor to the firm from 2010 to 2015. From 2010 to 2015, she served as a principal of Svanda & Coy Consulting, providing strategic capital markets advisory services for water sector investors, corporations and municipal utilities. Before 2010, she led coverage of the global water sector as Managing Director of the capital markets group at Janney Montgomery Scott and held senior equity research positions at the Stanford Washington Research Group, Schwab Capital Markets, HSBC Securities and National Westminster Bank. In addition, Ms. Coy has served on the Board of Directors of Global Water Resources, Inc. (NASDAQ: GWRS) since May 2018 and Willdan Group, Inc. (NASDAQ: WLDN) since March 2018. From 2013 until 2016, Ms. Coy served as a non-executive director for Headworks International, Inc., a wastewater treatment technology firm. Ms. Coy has also served as co-chair of the Water Environment Federation’s Global Water Strategies Council. She received a B.A. in English and Journalism from Southern Adventist University in Tennessee and an M.A. in Journalism from the University of Maryland. We believe Ms. Coy is qualified to serve on our Board because of her board membership and water market and investor experience.

Continuing Directors, Class II Directors (Term Expires in 2021)

Mr. Hanrahan has served as a member of our Board of Directors since 2012.  Mr. Hanrahan has served as Chief Executive Officer of Globeleq Africa Ltd, a UKUnited Kingdom company developing, owning and operating electric power

businesses in Africa, since September 2017. He also served as Chief Executive Officer and co-founder of American Capital Energy & Infrastructure, a private equity firm that invests in energy infrastructure assets, from September 2012 to December 2016. Prior to establishing American Capital Energy & Infrastructure, from June 2002 to September 2011, Mr. Hanrahan served as the Chief Executive Officer and President of The AES Corporation (NYSE: AES), one of the largest global energy infrastructure companies in the world. Mr. Hanrahan serves on the board of Ingredion Incorporated (NYSE: INGR). He has also served on the boards of other major publicly listed utilities in Latin America

CORPORATE GOVERNANCE

Corporate Governance

Our Board believes that sound corporate governance is fundamental to the overall success of AVH and believes that it has adopted corporate governance practices that are aligned with the interests of our shareholders, our corporate business strategy and the opinions expressed by recognized corporate governance authorities. It is our policy to have our Board regularly review our corporate governance practices for compliance with applicable rules, listing standards and regulations, as well as best practices suggested by recognized corporate governance authorities, and we modify our practices as warranted.

Corporate Governance Guidelines

Our Corporate Governance Guidelines, which were adopted by our Board, along with the charters for our standing committees of our Board and our Code of Business Conduct and Ethics, serve to guide the operation and direction of the Board and its committees. These documents are published under "Corporate Governance" in the Investor Relations section of our website at http://investors.aquaventure.com/corporate-governance/governance-documents.

The Board of Directors

The Board’s primary functions are to:

Board Meetings

During 2017,2018, the Board and its standing committees met an aggregate of 2122 times and took action by written consent sixeight times. In 2017,2018, all of the directors, except Mr. Lovell, attended at least 75% of the meetings of the Board and the standing committees of which they were members, either in person or by phone. Mr. Lovell attended, either in person or by phone, 68%61% of meetings for the Board and standing committees of which he was a member.

Director Independence

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment and affiliations, our Board has determined that Ms. Coy and Messrs. Evans, Hanrahan, Lincoln, Lovell, Meduña, O’Neill and Reilly are “independent” and as such, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the NYSE. Furthermore, the Board has determined that each member of each of the committees of our Board is independent within the meaning of the NYSE’s, the SEC’s, and our applicable committees’ independence standards, including Rule 10a-3(b)(1) under the Exchange Act. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and

circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director, and the transactions involving them described in the section titled "Certain Relationships and Related Party Transactions."

At least annually, our Board evaluates all relationships between our company and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, the Board will make an annual determination of whether each director is independent within the meaning of the NYSE’s, the SEC’s and our applicable committees’ independence standards.

Board Leadership Structure

Mr. Brown, serveswho served as our Chief Executive Officer anduntil December 31, 2018, serves as chairman of the Board. The Board believes that having our Chief Executive OfficerMr. Brown as chairman of the Board facilitates the Board’s decision-making process because Mr. Brown has first-hand knowledge of our operations and the major issues we face. This also enables Mr. Brown to act as the keya link between the Board and other members of management. Mr. Ibarguen, who is currently our Chief Executive Officer, is also a director.

To ensure effective independent oversight, the Board may appoint a lead independent director, who would serve as chairman of the executive sessions of the independent directors and assist the Board in assuring effective corporate governance. Executive sessions of the independent directors are held following each regularly scheduled, in person meeting of the Board. Currently, one or more of the independent directors presides over each such executive session. There is no formal process or rotation system used to select the presiding director of each executive session and, to date, that responsibility has been shared among several of our independent directors. The Board may in the future appoint a single lead independent director who would serve as chairman of the executive sessions of the independent directors.

Board of Directors Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent within their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. Our Audit Committee is also responsible for monitoring compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Nominating and Corporate Governance Committee is responsible for monitoring the effectiveness of our corporate governance guidelines. Our Compensation Committee is responsible for reviewing and discussing the risks arising from our compensation philosophy and practices applicable to all employees that are reasonably likely to have a material adverse effect on our company.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, and other executive and senior financial officers. A copy of the code is posted on the Corporate Governance section of our website, which is located at http://investors.aquaventure.com/corporate-governance/governance-documents. If we make any substantive amendments to, or grant any waivers from, the Code of Business Conduct and Ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8‑K.

Insider Trading, Anti-Pledging, Anti-Hedging

In connection with our initial public offering, we adopted our Statement of Company Policy on Insider Trading and Disclosure and our Special Trading Procedures for Insiders, which together constitute our company’s insider trading

policy. This policy governs the trading in our securities by directors, officers and employees, their family members, other members of their household, entities controlled by a person covered by the policy, and designated outsiders who

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board are described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board.

Audit Committee

Our Audit Committee is a standing committee of the Board and consists of Messrs. Lovell, Meduña and Reilly and Ms. Coy, with Mr. Reilly serving as chairman. The composition of our Audit Committee meets the requirements for independence under current NYSE listing standards and SEC rules and regulations. Each member of our Audit Committee meets the financial literacy requirements of the NYSE listing standards. In addition, our Board has determined that Mr. Reilly is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Our Audit Committee will, among other things:

The Audit Committee is responsible for appointing the independent auditor, approving engagement fees and engagements, and reviewing the independence and quality of the independent auditor. The Audit Committee is also responsible for reviewing audit plans, audit reports, recommendations of the independent auditor and the internal audit function. The Audit Committee reviews systems of internal accounting controls and audit results. The Audit Committee also reviews and discusses with management AVH’sthe Company’s financial statements, earnings releases and earnings guidance. In addition, the Audit Committee reviews AVH’sthe Company’s compliance with regulatory requirements and our Code of Business Conduct and Ethics.

The Audit Committee met eightfive times during the fiscal year ended December 31, 2017.2018. Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NYSE. A complete copy of the Audit Committee Charter is available on the Corporate Governance page at http://investors.aquaventure.com/corporate-governance/governance-documents.

Compensation Committee

Our Compensation Committee is a standing committee of the Board and consists of Messrs. Evans, Hanrahan, Lincoln and Lovell, with Mr. Hanrahan serving as chairman. The composition of our Compensation Committee meets the requirements for independence under NYSE listing standards and SEC rules and regulations. Each member of the Compensation Committee is also a non-employee director (as defined pursuant to Rule 16b‑3 promulgated under the Exchange Act) and an outside director (as defined pursuant to Section 162(m) of the United States Internal Revenue Code of 1986, (the “Code”)). The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our executive officers. Our Compensation Committee, among other things:

The Compensation Committee establishes executive compensation policies and reviews and approves senior executive compensation. The Chief Executive Officer recommends to the Compensation Committee the form and level of compensation for each named executive officer other than himself. The Compensation Committee reviews corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluates the Chief Executive Officer’s performance against those objectives, and makes recommendations to the Board regarding the Chief Executive Officer’s compensation. The Compensation Committee does not delegate authority to perform any of the foregoing functions with respect to the compensation of any named executive officer. In addition, the Compensation Committee reviews director compensation periodically and makes recommendations regarding director compensation to the Board for approval.

During 2017,2018, the Compensation Committee met five times and acted by written consent two times. Our Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NYSE. A complete copy of the Compensation Committee Charter is available on the Corporate Governance page at http://investors.aquaventure.com/corporate-governance/governance-documents.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. None of the members of our Compensation Committee is an officer or employee of our company,Company, and none of the members of our Compensation Committee has ever been an officer or employee of our company.Company.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is a standing committee of the Board and consists of Messrs. Lincoln, Meduña and O’Neill,Evans, with Mr. O’NeillLincoln serving as chairman. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under NYSE listing standards and SEC rules and regulations. Our Nominating and Corporate Governance Committee, will, among other things:

During 2017,2018, the Nominating and Corporate Governance Committee met two times and acted once by written consent.four times. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing requirements and rules of the NYSE. A complete copy of the Nominating and Corporate Governance Committee Charter is available on the Corporate Governance page at http://investors.aquaventure.com/corporate-governance/governance-documents.

Identifying and Evaluating Director Nominees

The Board has delegated the director selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate.

Generally, the Nominating and Corporate Governance Committee is responsible for identifying candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, it is our policy that the Nominating and Corporate Governance Committee confirm that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee would then meet as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee would recommend candidates for the Board’s approval as director nominees for election to the Board.

Director Nominee Minimum Qualifications

In evaluating proposed director candidates, the Nominating and Corporate Governance Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence, the current size and composition of our Board and the needs of our Board and its respective committees. The Nominating and Corporate Governance Committee actively seeks highly qualified men and women from diverse

racial and ethnic groups to include in the pool from which new candidates are selected so that a diverse set of experiences and perspectives is represented on the Board.

directors. The table below shows the cash retainers our directors are eligible to receive under our current nonemployee director compensation policy.

In addition, on an annual basis, each such director is eligible to receive a grant of restricted share units having a fair market value of $125,000, which vest in full on the one-year anniversary of the grant date.

In April 2017, we implemented a deferred compensation program for such directors to permit them to defer compensation awarded to them under our director compensation policy. In advance of an award and in compliance with the program’s requirements and applicable tax law, a director may elect to defer the receipt of his or her cash compensation and/or the settlement of his or her restricted share unit award until the earliest of his or her death, disability, sale event, separation from service or December 31 of the year following the year in which the compensation is otherwise vested. In addition, in the event a director elects to defer his cash compensation, the director’s account will be credited with a number of share units equal to 120% of the quotient obtained by dividing the aggregate deferred cash fees that would otherwise be payable on such date by the fair market value of an ordinary share on that date.

20172018 Non-Employee Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our Board during 2017.2018. Mr. Brown, who is our Chairman and also our former Chief Executive Officer, and Mr. Ibarguen, who is our President and Chief Executive Officer, receive no compensation for their services as directors and, consequently, neither of them is included in this table. In addition, Messrs. Lincoln, Lovell and Meduña are affiliated with our institutional investors and, consequently, received no compensation for their service as members of our Board in 2017.2018. The compensation received by each of Messrs. Brown and Ibarguen as our employees during 20172018 is set forth in the section of this proxy statement captioned "Executive Compensation—Summary Compensation Table."

In addition, Messrs. Evans, Hanrahan and O’Neill elected to defer their cash compensation during 20172018 and were credited with a number of phantom share units equal to 120% of the quotient obtained by dividing the aggregate deferred cash fees that would otherwise be payable on such date by the fair market value of an ordinary share on that date. The phantom share units granted during 20172018 were deemed fully vested upon the respective grant dates when the related cash fees were otherwise payable. The aggregate grant date fair value of such awards for each of Messrs. Evans, Hanrahan and O’Neill was $25,200, $29,400$50,400, $58,800 and $27,000,$54,000, respectively.

As of December 31, 2017,2018, Messrs. Evans, Hanrahan and O’Neill had a balance of 1,744, 2,03512,617, 13,179 and 1,869,12,858, respectively, fully vested phantom share units in their respective deferred accounts.

The following table shows the aggregate number of unvested restricted share awards and options to purchase our ordinary shares held, if any, by our non-employee directors at December 31, 2017:2018:

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements for our directors and named executive officers, which are described elsewhere in the "Executive Compensation" section of this proxy statement, below we describe transactions since January 1, 20172018 to which we were a party or will be a party, in which:

Our Audit Committee has the primary responsibility for reviewing and approving or disapproving "related party transactions," which are the transactions described above. Our Code of Business Conduct and Ethics and our Audit Committee charter provide that the Audit Committee shall review and approve or disapprove any related party transactions.

Since the beginning of January 1, 2017,2018, there have not been, nor is there currently proposed, any related party transactions, except for the compensation and other arrangements described in "Executive Compensation" and "2017"2018 Non-Employee Director Compensation" elsewhere in this proxy statement.

Registration Rights

We are party to an investors’ rights agreement with certain of our shareholders. The investors’ rights agreement grants such shareholders certain registration rights, which include demand registration rights, piggyback registration rights and short-form registration rights, with respect to our ordinary shares.

Limitation of Liability and Indemnification of Officers and Directors

Our memorandum and articles of association contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the law of the British Virgin Islands. Further, we have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained under the law of the British Virgin Islands. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF KPMG LLP

Proposal

KPMG LLP has served as our independent auditor since December 2007 and has been appointed by the Audit Committee to continue as our independent auditor for 2018.2019. In the event that ratification of the appointment of KPMG LLP as independent auditor for 20182019 is not approved by the shareholders at the Annual Meeting, the Board will review the Audit Committee’s future selection of independent auditors.

A representative of KPMG LLP is expected to be present at the Annual Meeting to respond to appropriate questions and to make any other statement deemed appropriate. The representatives will also be afforded an opportunity to make such statements as they desire.

Independent Registered Public Accounting Firm—Fee Information

Audit Fees

Fees for audit services totaled $1,051,818 and $1,059,442 for 2018 and $1,580,640 for 2017, and 2016, respectively. For 2018 and 2017, audit services included professional services provided in connection with the audit of our annual financial statements and audits of certain of our subsidiaries, and the reviews of our quarterly financial statements for the applicable year. For 2016, audit services included professional services in connection with the submission of our Registration Statement on Form S‑1 in connection with our initial public offering.

Audit-Related Fees

Fees for audit-related services totaled $8,070,$165,027 for 2016.2018. For 2016,2018, audit-related services principally included attestation services performed on the compilationfinancial statements of International Financial Reporting Standard accounting guidance for a particular customer transaction.potential acquisition. There were no fees for audit-related services in 2017.

Tax Fees

There were no fees for tax services for 2018. Fees for tax services totaled $74,139 and $15,861, for 2017 and 2016, respectively.2017. For 2017, and 2016, tax services principally included tax compliance calculations for IRC Section 382 studies.

Other Fees

There were no other services performed for 20172018 or 20162017 other than as discussed above.

Pre-Approval Policies and Procedures

It is the policy of the Audit Committee to pre-approve all services, audit and non-audit, to be provided to us by our independent registered public accounting firm. Under the policy, the Audit Committee is generally required to pre-approve the provision by our independent registered public accounting firm of specific audit, audit-related, tax and other non-audit services, subject to the fee limits established from time to time by the Audit Committee, as being consistent with auditor independence.

Since the adoption of our pre-approval policy, all services provided by KPMG LLP as our independent registered public accounting firm were pre-approved by the Audit Committee.

Vote Required and Board Recommendation

Approval of this proposal requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and are voted, as well as the presence of a quorum. Ordinary shares that constitute broker non-votes are counted as shares entitled to vote on Proposal 2. Abstentions will have no effect on voting for this proposal.

OUR BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018.2019.

REPORT OF THE AUDIT COMMITTEE

Our Audit Committee is composed of threefour directors, all of whom the Board has determined to be independent within the meaning of the NYSE and SEC Rules, meet the requirements for financial literacy under applicable rules and regulations of the NYSE and the SEC and otherwise meet the requirements for service on audit committees pursuant to such rules and regulations. The Board has designated Mr. Reilly as an "audit committee financial expert" as defined under the applicable rules of the SEC. The Audit Committee assists the Board in general oversight of our financial accounting and reporting process, system of internal control and audit process.

Our management has primary responsibility for our consolidated financial statements and for maintaining effective internal control over financial reporting. Our independent auditors, KPMG LLP, are responsible for expressing an opinion on our consolidated financial statements as to whether they present fairly, in all material respects, our consolidated financial position, results of operations and cash flows, in conformity with generally accepted accounting principles in the United States, or U.S. GAAP. This opinion is based on their audits.

In this context, the Audit Committee reports as follows:

The Audit Committee has also appointed KPMG LLP, and our Board has recommended that our shareholders ratify such appointment, to audit our consolidated financial statements for the year ending December 31, 2018,2019, and to provide review services for each of the quarters in the year ending December 31, 2018.2019.

Submitted by the Audit Committee

Richard Reilly (Chairman)

Debra Coy
Evan Lovell

Cyril Meduña

The information contained in the above Audit Committee Report shall not be deemed "soliciting material" or "filed" with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into such filings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of April 18, 20182019 by:

Beneficial ownership is based upon 26,522,87026,934,379 ordinary shares outstanding as of April 18, 2018,2019, unless otherwise indicated in the footnotes to the table. In addition, ordinary shares issuable upon exercise of share options or other derivative securities that are exercisable currently or will become exercisable within 60 days of April 18, 20182019 are deemed outstanding for computing the percentage of the person holding such options or other derivative securities, but are not deemed outstanding for purposes of computing the percentage owned by any other person. All of the ordinary shares listed in the table below are entitled to one vote per share and each of the persons described below has sole voting power and sole investment power with respect to the shares set forth opposite his, her or its name, except as otherwise noted. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AquaVenture Holdings Limited, Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.

*Indicates beneficial ownership of less than one percent.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires AVH’s directors, executive officers, and certain persons who own more than 10% of the outstanding ordinary shares of AVH to file with the Securities and Exchange Commission and the NYSE initial reports of ownership and reports of changes in ownership of AVH ordinary shares. Executive officers, directors and holders of at least 10% of the outstanding shares of AVH securities are required to furnish AVH with copies of all Section 16(a) reports they file. Based solely on written representations from reporting persons and on our review of Section 16(a) reports provided by those individuals, AVH believes that all required Section 16(a) filings were completed in a timely manner, or subsequently amended, for the year ended December 31, 2017.2018.

EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of the date of this proxy statement:

Please refer to "Proposal 1: Election of Directors" for biographies for Mr. Brown and Mr. Ibarguen.

Lee S. Muller,  58,59, has served as our Senior Vice President and Chief Financial Officer since October 2014. Mr. Muller has been Senior Vice President and Chief Financial Officer of our Seven Seas Water business since December 2013. From October 2005 to December 2012, Mr. Muller served in various executive capacities, including Executive Vice President and Chief Financial Officer, at ContourGlobal plc, a developer, owner and operator of electric power and district heating businesses. He was a core member of the management team and was responsible for commercial and investment banking, multilateral and rating agency relationships. Mr. Muller was also an investment banker with Goldman Sachs for over 10 years where he specialized in international project finance. Mr. Muller holds a B.S. in Accounting and Finance from Boston University and an M.B.A. from the University of Chicago.

Olaf Krohg,  57,  has served as the Chief Executive Officer of Seven Seas Water since January 2019. Mr. Krohg served as the Vice President of Mergers and Acquisitions of Seven Seas Water from June 2016 to December 2018. Previously, Mr. Krohg served as President and Chief Executive Officer of Scallop Imaging LLC from 2014 to 2015. From 2004 to 2013, Mr. Krohg served in various leadership roles, including Chairman and Chief Executive Officer, of Dimensional Photonics International, Inc., which was acquired by Danaher Corporation (NYSE: DHR) in 2010. Prior to 2004, Mr. Krohg served in partner and director roles for various private equity firms and their portfolio companies, including Advent International from 1992 to 2001. He has also served as a management consultant with McKinsey & Company. Mr. Krohg holds a B.S. in Business Administration from Boston University and an M.B.A. from Harvard Business School.

EXECUTIVE COMPENSATION

Overview

Our executive compensation program historically has reflected our growth and corporate goals. To date, the compensation of the executive officers identified in the summary compensation table below, whom we refer to as our named executive officers, has consisted of a combination of base salary, performance-related bonuses and long-term incentive compensation in the form of equity awards. Our executive officers are also eligible to receive retirement, health and welfare benefits.

As we transitioned from a private company to a publicly-traded company, we evaluated and will continue to evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require. At a minimum, we expect toWe review executive compensation annually with input from our Compensation Committee’s independent compensation consultants, if and when determined by the Compensation Committee. As part of this review process, we expect our Board and the Compensation Committee to apply our compensation philosophy when considering the compensation levels needed to ensure our executive compensation program remains competitive. We will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee. We engaged Willis Towers Watson to perform a review of executive compensation during 2017,2018, which consisted of a market comparison of executive compensation to peer companies with a similar market capitalizations, revenues, industries and growth strategies, targeting executive compensation at the 50th percentile.

The compensation provided to our named executive officers for 20172018 is detailed in the 20172018 Summary Compensation Table and accompanying footnotes and narrative that follows this section.

Our named executive officers in 2017for the year ended December 31, 2018 were:

On December 31, 2018, Mr. Brown, Chairman of the Board and Chief Executive Officer of both the Company and Seven Seas Water, resigned his positions as Chief Executive Officer of the Company and Seven Seas Water. Mr. Brown remains with the Company following the transition date, focusing on mergers and acquisitions, and has also continued as a director and the Chairman of the Board. On January 1, 2019, Mr. Ibarguen was named to the role of Chief Executive Officer of the Company. Mr. Ibarguen will also continue to serve as a member of the Board and President of the Company, as well as Chief Executive Officer of Quench.  In addition, Olaf Krohg was named the Chief Executive Officer of our Seven Seas Water business, and became an executive officer of the Company, on January 1, 2019.

20172018 Summary Compensation Table

The following table provides information regarding the total compensation for services rendered in all capacities that was earned by the individual who served as our principal executive officer during fiscal years 20172018 and 2016,2017, and our two other most highly compensated executive officers during fiscal year 2017.2018. These individuals were our named executive officers for fiscal year 2017.2018.

The amounts approved and paid to Messrs. Brown, Ibarguen and Muller were $685,928, $304,138 and $157,904, respectively, for 2018 and $549,800, $242,500 and $131,100, respectively, for 2017 and $575,000, $365,175 and $86,170, respectively, for 2016 and were included in the "Non-Equity Incentive Plan Compensation" column of the summary compensation table above. In addition, the 2016 "Non-Equity Incentive Plan Compensation" column for Mr. Ibarguen includes a payout of a cash bonus of $2,594,596 pursuant to the Quench USA, Inc. Amended and Restated 2011 Management Incentive Bonus Plan ("Quench MIP"). The Quench MIP provided that upon a "sale event" (as defined in the Quench MIP, which definition included consummation of an initial public offering), a bonus pool would be created based upon the proceeds received in connection with the sale event, and each participant would be entitled to receive a bonus equal to his or her share of the bonus pool. The "sale event" was triggered on October 12, 2016 upon the consummation of our initial public offering.

Long-term Incentive Compensation

In light of the significant grants made in October 2016 in conjunction with our initial public offering, there were no additional long-term incentive compensation grants to Messrs. Brown and Ibarguen during 2017. For Mr. Muller, however, the Compensation Committee granted 18,192 restricted share units during 2017 to align Mr. Muller’s long-term share incentives with the 50th percentile of identified companies for retention purposes. The restricted share units vest over four years with 25% of the award vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments over the remaining three years.

In January 2018, the Compensation Committee recommended, and the Board approved, thea grant of restricted share units to employees, including grants of 59,514, 29,464, and 19,976 restricted share units to Messrs. Brown, Ibarguen and Muller, respectively. The restricted share units vest over four years with 25% of the award vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments over the remaining three years. These grants were made in connection with the Compensation Committee’s annual review of employee compensation. The Compensation Committee expects that annual equity grants will continue to constitute part of certain employees’ annual compensation. Such grants will be composed of grants of options to purchase shares, restricted share units, or a combination thereof.

In light of the significant grants made in October 2016 in conjunction with our initial public offering, there were no long-term incentive compensation grants to Messrs. Brown and Ibarguen during 2017. For Mr. Muller, however, the Compensation Committee granted 18,192 restricted share units during 2017 to align Mr. Muller’s long-term share incentives with the 50th percentile of identified companies for retention purposes. The restricted share units vest over four years with 25% of the award vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments over the remaining three years.

Outstanding Equity Awards at Fiscal 20172018 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers at the end of 2017.2018.

employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.

Agreements with Named Executive OfficersMessrs. Brown and Ibarguen

We have entered into an employment agreement or an offer letter with each of Messrs. Brown,Mr. Ibarguen and Muller in connection with his employment with us. Except as noted below, these employment agreements and offer letters provide for "at will" employment.

Douglas R. Brown

We entered into an offer letter with Mr. Brown that provides forin connection with their employment with us.

Douglas Brown

On April 17, 2019, the Company and its Seven Seas Water Corporation subsidiary entered into an amendment dated as of January 1, 2019 to the offer letter with Mr. Brown, the Company’s Chairman and a continuing executive focusing on business development activities. During 2019, his at-will employment and sets forth his initial base salary initial equity award,is $450,000. His base salary for 2020 will be determined by the Company’s Board of Directors (or the Compensation Committee thereof).  Mr. Brown is also eligible to receive discretionary bonuses as, and eligibility for our benefit plans. payable when, determined by the Board in its discretion.  In addition, on January 31, 2019, he was awarded 43,160 Restricted Share Units under the Company’s 2016 Share Option and Incentive Plan.

Pursuant to his offer letter, in the event Mr. Brown’shis employment is terminated by us other than for "cause"“cause” (as defined in the Key Executive Severance Plan described below), Mr. Brown will be entitled to receive salary continuation for the 12‑month period following the termination of his employment, and any equity incentivestock options and other stock-based awards he holds will vest as if he had completed an additional 12 months of service.  In Mr. Brown’s offer letter, "cause" is defined as (i) a willfuladdition, all outstanding and material breach of any obligations under the offer letter orunvested stock options and other contract with us or our subsidiaries or affiliates, (ii) fraud or dishonesty, (iii) competition with us or our subsidiaries or affiliatesstock-based awards held by him vest in violation of any noncompetition or non-solicitation obligation to us or any of our subsidiaries or affiliates, (iv) unauthorized use of any of our trade secrets or confidential information or those of our subsidiaries or affiliates or any breach of any obligations to us or our subsidiaries or affiliates with respect to trade secrets or confidential information, or (v) Mr. Brown’s failure to attend to duties assigned to him that are customary for his position and materialfull immediately prior to the successoccurrence of our operations that remains unremedied for 30 days after written notice to Mr. Brown.a “change in control” (as defined in the Key Executive Severance Plan described below).  In addition, Mr. Brown is entitled to a tax "gross-up payment"“gross-up payment” (as defined in his existing offer letter) in the event he receives any payments in connection with a change in control that would be subject to the excise tax imposed by Section 4999 of the Code.

In addition, Mr. Brown has entered into a proprietary informationnew employee non-competition, non-solicitation, confidentiality and inventions assignment agreement, that contains, among other things, non-competition and non-solicitation provisions with restrictive covenants that apply during the term of Mr. Brown’shis employment and for one year12 months thereafter.

Anthony Ibarguen

On April 16, 2019, the Company and its Quench USA, Inc. subsidiary entered into an amended and restated employment agreement dated as of January 1, 2019 with Mr. Ibarguen, that provides forthe Chief Executive Officer and President of the Company and Chief Executive Officer of Quench USA, Inc., which replaced his at-willexisting employment and sets forth his initial base salary, bonus opportunity, initial equity award, and eligibility for the company’s benefit plans. agreement in its entirety. 

Pursuant to his employment agreement, for 2019, Mr. Ibarguen’s base salary is $500,000 and subjecthis target bonus is $350,000. Mr. Ibarguen’s base salary is required to be reviewed at least annually by the Board and may be increased but not decreased without his executionprior written consent. His target bonus for a specific year is required to be at least 70% of a release of claimshis base salary for that year and continued complianceis payable in accordance with the ongoing obligationsmetrics, terms and conditions established and determined by the Board after consultation with him. In addition, on January 31, 2019, Mr. Ibarguen was granted 47,960 Restricted Share Units under the Company’s 2016 Share Option and Incentive Plan.

His employment agreement provides that upon his death or disability, Mr. Ibarguen or his estate will be entitled to receive his base salary and vested benefits through the date of termination and a portion of his target bonus for the year in which the date of termination occurs, prorated for the portion of the year through the date of termination. 

In addition, his employment agreement in the event Mr. Ibarguen’sprovides that if we terminate his employment is terminated by Quench without "cause"“cause” or he resigns for "good reason"with “good reason,” in each case other than during the 24 months after a “change in control” (as each such quoted term is defined in his employment agreement), Mr. Ibarguen will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of the Company, (i) a lump sum cash payment equal to his base salary continuationand target bonus for the 12‑month period followingyear in which the date of termination of his employment andoccurs, (ii) a monthly cash payment of the premiums for continued health benefits for the 12‑month period following the termination of his employment. In Mr. Ibarguen’s employment agreement, "cause" is defined as (i) the conviction of a felony involving a crime of fraud, dishonesty, disloyalty, moral turpitude or professional misconduct with respectequal to us or our business, or the entry of a plea of nolo contendere for such a felony; (ii) the material breach, non-performance or non-observance of any of the terms of his employment agreement or any other agreement with us, or the material breach, non-performance or non-observance of his duties to us or any of our rules governing employee behavior, if such breach, non-performance or non-observance is not cured within a period of thirty days after written notice to Mr. Ibarguen; (iii) the existence of any legalQuench’s

or contractual limitation on Mr. Ibarguen’s abilitycontribution towards health insurance for up to engage12 months after the date of termination, and (iii) 12 months of additional vesting of all outstanding and unvested stock options and other stock-based awards held by him, with any performance conditions of such awards being deemed satisfied at the target levels specified in the business of our companyapplicable award agreements.

His employment agreement also provides that reasonably could be expected to have a materially adverse effect on Mr. Ibarguen’s ability to attract or retain customers or perform services to us if such limitation is not cured within a period of thirty days after written notice to Mr. Ibarguen; (iv) any act or omission by Mr. Ibarguen which constitutes willful or gross misconduct injurious to us or our business, or which interferes with or adversely affects Mr. Ibarguen’s performance of, or ability to perform, his duties underwe terminate his employment agreement;without “cause” or (v)he resigns with “good reason,” in each case during the 24 months after a “change in control,” Mr. Ibarguen’s willful failure or refusal to follow or carry out the reasonable and lawful instructions of our Board concerning material duties or actions consistent with his position in a timely manner and otherwise in a manner reasonably acceptable to our Board and such failure or refusal continues for a period of thirty days after receipt of written notice. In the event Mr. Ibarguen’s employment terminates due to his death or "permanent disability" (as defined in his employment agreement), heIbarguen will be entitled to receive, in lieu of the payments and benefits described above and subject to the execution and delivery of an amounteffective release of claims in favor of the Company, (i) a lump sum cash payment equal to (a) two times his base salary and any annualtarget bonus that is earned, proratedfor the year in which the date of termination occurs and (b) a portion of his target bonus for the year in which the date of termination occurs (prorated for the portion of the year through the last daydate of termination), (ii) a monthly cash payment equal to Quench’s contribution towards health insurance for up to 24 months after the month during whichdate of termination, and (iii) full accelerated vesting of all outstanding and unvested stock options and other stock-based awards held by him, with any performance conditions of such awards being deemed satisfied at the termination occurs. Mr. Ibarguen is not entitled to a tax "gross-up payment"target levels specified in the event he receives anyapplicable award agreements.

The payments and benefits provided under his employment agreement in connection with a change in control that wouldmay not be subjecteligible for a federal income tax deduction by us pursuant to the excise tax imposed by Section 4999280G of the Internal Revenue Code. Rather, anyThese payments that would otherwise beand benefits may also subject him to an excise tax under Section 4999 of the Internal Revenue Code. If the payments or benefits payable to him in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, shallthose payments or benefits will be reduced but only if such reduction would result in Mr. Ibarguen retaining a larger portion of such payments on anhigher net after-tax basis than if no reduction was made and the excise taxes had been paid (a so-called modified cutback provision).benefit to him.

In addition, Mr. Ibarguen’s employment agreement contains, among other things, non-competition and non-solicitation provisions that apply during the term of Mr. Ibarguen’s employment and for two years either (i) 12 months thereafter, or (ii) if his employment is terminated during the 24 months after a “change in control,” 24 months thereafter.

Key Executive Severance Plan 

On April 14, 2019, our Board of Directors adopted the Key Executive Severance Plan (the “Severance Plan”), which provides severance benefits to key executives who are designated by the Board of Directors or the Compensation Committee thereof.  Eligible participants include Lee S. Muller,

our Chief Financial Officer, Treasurer and Assistant Secretary, and Olaf Krohg, the Chief Executive Officer of our Seven Seas Water Corporationbusiness, but not Messrs. Brown and Ibarguen.  As a condition to an eligible participant’s participation in the Severance Plan, such participant is required to (i) terminate all existing employment agreements and offer letters and (ii) enter into a new employee non-competition, non-solicitation, confidentiality and assignment agreement, with restrictive covenants that apply during the term of such participant’s employment and for 12 months thereafter.  In connection with their participation in the Severance Plan, Messrs. Muller and Krohg each agreed to terminate his existing offer letter and entered into the new employee non-competition, non-solicitation, confidentiality and assignment agreement.

The Severance Plan provides that, upon an offer letter with Mr. Muller that provides for his at-will employment and sets forth his initial base salary, bonus opportunity, initial equity award, and eligibility for our benefit plans. Pursuant to his offer letter,eligible participant’s death or “disability” (as defined in the event Mr. Muller’s employment is terminated by us other than for "cause"Severance Plan), and subject to his execution of a release of claims, Mr. Mullersuch participant or such participant’s estate will be entitled to receive such participant’s base salary continuationand vested benefits through the date of termination and a portion of such participant’s target bonus for the 12‑month period followingyear in which the date of termination occurs, prorated for the portion of histhe year through the date of termination. 

In addition, the Severance Plan provides that if we terminate an eligible participant’s employment without “cause” or such participant resigns with “good reason,” in each case other than during the 12 months after a “change in control” (as each such quoted term is defined in the Severance Plan), such participant will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of the Company, (i) a lump sum cash payment equal to such participant’s base salary and target bonus for the year in which the date of termination occurs, (ii) a monthly cash payment equal to our contribution towards health insurance for up to twelve months after the date of termination, and (iii) 12 months of additional vesting of all outstanding and unvested stock incentiveoptions and other stock-based awards he holdsheld by such participant, with any performance conditions of such awards being deemed satisfied at the target levels specified in the applicable award agreements. 

The Executive Severance Plan also provides that if we terminate an eligible participant’s employment without “cause” or such participant resigns with “good reason,” in each case during the 12 months after a “change in control,” an eligible participant will continuebe entitled to vest duringreceive, in lieu of the payments and benefits described above and subject to the execution and delivery of an effective release of claims in favor of the Company, (i) a lump sum cash payment equal to (a) such 12‑month period. Inparticipant’s base salary and target bonus for the year in which the date of termination occurs and (b) a portion of such participant’s target bonus for the year in which the date of termination occurs (prorated for the portion of the year through the date of termination), (ii) a monthly cash payment equal to our contribution towards health insurance for up to 12 months after the date of termination, and (iii) full accelerated vesting of all outstanding and unvested stock options and other stock-based awards held by such participant, with any performance conditions of such awards being deemed satisfied at the target levels specified in the applicable award agreements.

For 2019, Mr. Muller’s offer letter, "cause"base salary is defined as (i) a willful$325,000 and material breach of any obligationshis target bonus is $115,000.  In addition, on January 31, 2019, he was granted 15,010 Restricted Share Units under the offer letter or other contract with us or our subsidiaries or affiliates, (ii) fraud or dishonesty, (iii) competition with us or our subsidiaries or affiliates in violation of any noncompetition or non-solicitation obligation to us or any of our subsidiaries or affiliates, (iv) unauthorized use of any of our trade secrets or confidential information or those of our subsidiaries or affiliates or any breach of any obligations to us or our subsidiaries or affiliates with respect to trade secrets or confidential information, or (v)Company’s 2016 Share Option and Incentive Plan.

For 2019, Mr. Muller’s failure to attend to duties assigned to him that are customary forKrohg’s base salary is $325,000 and his positiontarget bonus is $100,000.  In addition, on February 1, 2019, he was granted 11,990 Restricted Share Units under the Company’s 2016 Share Option and material toIncentive Plan.

The payments and benefits provided under the success of our operations that remains unremedied for 30 days after written notice to Mr. Muller. Mr. Muller is not entitled to a tax "gross-up payment" in the event he receives any paymentsSeverance Plan in connection with a change in control thatmay not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Internal Revenue Code. These payments and benefits may also subject an eligible participant, including the named executive officers, to an excise tax under Section 4999 of the Internal Revenue Code. If the payments or benefits payable to an eligible participant in connection with a change in control would be subject to the excise tax imposed byunder Section 4999 of the Code.Internal Revenue Code, those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to such participant.

In addition, Mr. Muller has entered into a proprietary information and inventions assignment agreement that contains, among other things, non-competition and non-solicitation provisions that apply during the term of Mr. Muller’s employment and for one year thereafter.

401(k) Plans

We maintain two tax-qualified retirement plans that provide eligible employees with an opportunity to save for retirement on a tax-advantaged basis: the Seven Seas Water Corporation 401(k) Plan (the "SSW 401(k) Plan") and the Quench USA, Inc. 401(k) Profit Sharing Plan and Trust (the "Quench 401(k) Plan"). All participants’ interests in their contributions are 100% vested when contributed. Participants in both the Seven Seas Water Corporation 401(k) Plan and Quench 401(k) Plan receive a 3% safe harbormatching contribution from us regardless of whether they make elective deferrals. As of January 1, 2018, the SSW 401(k) Plan was amended and we now matchequal to 50% of the first 6% of the employee’s compensation deferred under the plan. Participants in the Quench 401(k) Plan receive a matching contribution from us equal to 50% of a participant’s contributions up to 6% of a participant’s compensation. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Participants in the SSW 401(k) Plan are also eligible to make contributions on a post-tax basis. Both retirement plans are intended to qualify under Sections 401(a) and 501(a) of the Code.

COMPENSATION COMMITTEE REPORT

Report of the Compensation Committee of the Board of Directors

The Compensation Committee has reviewed and discussed the foregoing executive compensation section with management. Based on the review and discussions, the Compensation Committee recommended to the board of directors of the Company that such executive compensation section be included in this Proxy Statement.

Submitted by the Compensation Committee

Paul Hanrahan (Chairman)

Hugh Evans

David Lincoln
Evan Lovell

The information contained in the above Compensation Committee Report shall not be deemed "soliciting material" or "filed" with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into such filings.

TRANSACTION OF OTHER BUSINESS

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment on such matters, under applicable laws.