The Nominating and Governance Committee of the Board seeks directors with strong reputations and experience in areas relevant to our strategy and operations, such as environmental and diversified chemical technologies, and government regulation and relations, as well as overall business acumen and experience in financial matters. Each of our current directors and the director nominees set forth in this Proxy Statement holds or has held senior executive positions in complex organizations and has operating experience that meets this objective, as described below. In these positions, the directors anddirector nominees have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, executive compensation, risk management and leadership development. The Nominating and Governance Committee also believes that each of the directors anddirector nominees has other key attributes that are critical to the composition of an effective Board: integrity and demonstrated impeccable ethical standards, sound judgment, analytical skills, the ability to work together in a constructive and collaborative fashion and the commitment to devote significant time and energy to service on the Board and its Committees.

Our Board is responsible for establishing broad corporate policies and monitoring the overall performance of the Company. However, in accordance with corporate legal principles, the Board is not involved in day-to-day operating matters. Members of the Board are kept informed of the Company’sCompany's business by participating in Board and committee meetings, by reviewing analysis and reports sent to them weekly and monthly, and through discussions with the CEO and other officers.

The Board met 1510 times in 2017.2019. At each of the Board meetings, the independent directors were polled to determine if they believed an "executive session" was needed. In 2017,2019, the Board held fournine executive sessions where management of the Company was excluded. The Audit Committee met nineseven times in 2017.2019. The Compensation Committee met four times in 2017.2019. The Nominating and Governance Committee met seven times in 2019. The Activated Carbon Committee met five times in 2017.2019. All of the directors were present for more than 75% of the meetings of the Board and the committees of which they were members.

We have a policy of keeping the roles of Chief Executive Officer and Chairman of the Board separate, and the roles are currently filled by two different individuals. We believe this arrangement is appropriate as it recognizes the distinction between the role played by the Chief Executive Officer, which is a position being more heavily oriented towards day-to-day management, while the Chairman functions as an independent director, whose role is to oversee the Board and is also able to participate in and chair executive sessions of the Board.

The Board has designated the Audit Committee to take the lead in overseeing risk management, and the Audit Committee periodically reports to the Board regarding briefings provided by management and advisors as well as the Audit Committee’sCommittee's own analysis and conclusions regarding the adequacy of the Company’sCompany's risk management processes. In addition to this compliance program, the Board encourages management to promote, and management is committed to promoting, a corporate culture that incorporates risk management into the Company’sCompany's strategy and day-to-day business operations. The Board and management continually work together to assess and analyze our most likely areas of risk.

Our Board has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”"Exchange Act"). Mr. Simonton currently serves as the Chairman of the Audit Committee. For 2017,2019, our Board appointed Messrs. Simonton Johnson,and Pate and Ms. Eicher to serve on the Audit Committee. For 2018, our Board appointed Messrs. Simonton, Li and Pate to serve on the Audit Committee. Our Board determined that Mr.Messrs. Simonton and Mr. Pate and Ms. Eicher are each an "audit committee financial expert." Each Audit Committee member is “independent”"independent" as that term is used in the listing requirements for the NASDAQ Stock Market, and a brief listing of his relevant experience is stated in his biography above under the caption entitled "Directors of the Company."

The role and functions of the Audit Committee are set out in the Audit Committee Charter, originally adopted by the Company’sCompany's Board and most recently amended on August 11, 2016. The role of the Audit Committee is one of oversight of the services performed by the Company’sCompany's independent registered public accounting firm. The Audit Committee’sCommittee's functions include the following: reviewing and assessing the Audit Committee Charter annually; overseeing the Company’sCompany's compliance with legal, ethical and regulatory requirements, including the Code of Ethics and Business Conduct and approving related party transactions; overseeing the Company’sCompany's processes to identify and manage business and financial risk; appointing, approving the compensation of and reviewing the Company’sCompany's relationships with its independent registered public accounting firm and/or other auditors and assessing the impact such relationships may have on the auditors’auditors' objectivity and independence; taking other appropriate action to oversee the independence of the outside auditors; reviewing and considering the matters identified in Auditing Standard No. 1301 adopted by the Public Company Accounting Oversight Board (“PCAOB”("PCAOB") with the outside auditors and management; reviewing and discussing the Company’sCompany's financial statements and report on internal control with the outside auditors and management; reviewing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; and reporting to the Board on all such matters. In performing its oversight function, the Audit Committee relies upon advice and information received in its discussions with the Company’s management and independent registered public accounting firm. The Audit Committee pre-approves all audit or non-audit services performed by our independent registered public accounting firm in accordance with Audit Committee policy and applicable law.

For 2017,2019, our Board appointed a Compensation Committee currently consisting of Messrs. Li, Pate and Simonton.Wells. Mr. Pate currently serves as the chairpersonChairman of the Compensation Committee. For 2018, our Board appointed a Compensation Committee consisting of Messrs. Li, Pate and Wells. The responsibilities of the Compensation Committee, as

 

For 2017,2019, our Board appointed a Nominating and Governance Committee currently consisting of Ms. Eicher and Messrs. Johnson, Li and Simonton. Mr. Johnson servedPate. Ms. Eicher currently serves as the chairmanChairman of the Nominating and Governance Committee. For 2018, our Board appointed Messrs. Li, Pate and Simonton to serve on the Nominating and Governance Committee. The responsibilities of the Nominating and Governance Committee include recommending the number of directors to serve on the Board; selecting director nominees for the Board; reviewing director compensation and benefits; submitting the same to the entire Board for approval; overseeing the annual self-evaluation of the Board and its committees; recommending the structure and composition of Board committees to the entire Board for approval; monitoring in conjunction with the Audit Committee compliance with our Code of Ethics and Business Conduct; granting any waivers thereto with respect to directors and executive officers; recommending individuals to serve as ChairpersonChairman of the Board and Chief Executive Officer; and reviewing the Chief Executive Officer’sOfficer's recommendations for individuals to serve as executive officers and analyzing and recommending such persons to the Board.

Director nominees are generally identified by our directors, stockholders or officers based on industry and business contacts. Regardless of the source of the nomination, nominees are interviewed and evaluated by the Nominating and Governance Committee, other members of the management team, and the Board as deemed appropriate by the Nominating and Governance Committee. The Nominating and Governance Committee then presents qualified candidates to the Board for a final discussion and vote.

We do not have a formal policy with respect to the consideration of diversity in the identification of director nominees, but the Nominating and Governance Committee strives to select candidates for nomination to the Board with a variety of backgrounds and complementary skills so that, as a group, the Board possesses the appropriate talent, skills, perspectives and expertise to oversee the Company’sCompany's businesses.

Under the Nominating and Governance Committee Charter, the Nominating and Governance Committee will consider nominees submitted by our stockholders. Recommendations of individuals that meet the criteria set forth in the Nominating and Governance Committee Charter for election at our 20182021 Annual Meeting of Stockholders may be submitted to the Nominating and Governance Committee in care of Greg P. Marken, Chief Financial Officer and Secretary, at 640 Plaza Drive, Suite 270, Highlands Ranch, ColoradoCO 80129 no later than December 28, 2018.31, 2020.

Our Nominating and Governance Committee has responsibility for reviewing the compensation plan for our non-management directors annually and making recommendations to the entire Board for approval. The Nominating and Governance Committee has not delegated authority to any other person to determine director compensation. Our management has made recommendations to the Nominating and Governance Committee regarding their views as to the appropriate amount and form of compensation (i.e., cash or stock) and tax and accounting ramifications of awards. In addition, the executive officer who serves on our Board votes on the recommendations for director compensation made by the Nominating and Governance Committee to the Board.

The Nominating and Governance Committee periodically reviews industry data from the National Association of Corporate Directors Director Compensation Report and Survey Data and evaluates industry averages, personal liability risks and other factors relating to director compensation. The last survey review by the Nominating and Governance Committee, utilizing market data for director compensation from various sources was completed in November 2017. Based on the Nominating and Governance Committee’sCommittee's recommendation in November 2017, no adjustments have been made to director compensation previously set in May 2016, and the Board re-approved director compensation, for non-management Company directors, as described below.

*Amounts shown are on an annual basis. Unless specified otherwise, all amounts are payable in cash.

All directors receive reimbursement for reasonable out-of-pocket expenses incurred in connection with meetings of our Board.

* Less than 1%

(4)(3) Includes 385,332300,000 shares of common stock that Mr. Sampson has the right to acquire within 60 days of March 31, 2018, upon the exercise of stock options.

(6) Based on schedule 13F13G filed by Franklin Resources,The Vanguard Group, Inc. on February 14, 201812, 2020 with the SEC reporting beneficial ownership as of December 31, 2017. Franklin Resources,2019. The Vanguard Group, Inc. has sole voting power over 1,724,209 shares and sole dispositive power over 1,724,209 shares. Franklin Resources, Inc.'s address is 101 John F. Kennedy Parkway, Short Hills, NJ 07078.

Pursuant to Section 14A of the Exchange Act, we are seeking a non-binding advisory vote on the compensation of named executive officers as disclosed in the section of this Proxy Statement titled "Executive Compensation." The Board proposes the following resolution for approval by the stockholders:

Executive Officers of the Company

Compensation Committee Report

The Compensation Committee has reviewed and discussed with the Company’sCompany's management the Company’sCompany's Compensation Discussion and Analysis for the fiscal year ended December 31, 2017.2019.

Based on the review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis for the year ended December 31, 20172019 be included in this Proxy Statement for filing with the SEC.

In this Compensation Discussion and Analysis, we provide an analysis and explanation of our compensation program and the compensation earned by our executive officers in the fiscal year ended December 31, 2017.2019. Our Compensation Committee is charged with establishing the Company’sCompany's philosophy for executive compensation and approval, oversight, implementation and administration of executive compensation and benefits. Generally, the President and Chief Executive Officer of the Company makes recommendations to the Compensation Committee regarding executive compensation other than for himself; however, authority to approve compensation, performance goals and objectives for all named executive officers is vested in the Compensation Committee.

Our philosophy for executive compensation is set forth in a document entitled "Executive Compensation Philosophy and Objectives" (the "EC Philosophy") adopted by the Compensation Committee on January 2, 2014. The EC Philosophy, which our Compensation Committee continues to follow, is designed to support achievement of our strategies and goals, thereby creating long-term value for our stockholders and customers and ensuring our ability to recruit and retain highly qualified executive employees. Our EC Philosophy:

Our Compensation Committee has made incentive cash bonuses and long termlong-term equity incentive awards consistent with the EC PhilosophyPhilosophy. The long-term equity incentive awards are made under our 2017 Omnibus Incentive Plan (the "2017 Plan"). We

believe that our compensation policies and practices do not motivate excessive or imprudent risk-taking. We note the following key aspects of our compensation policies and practices in making this determination:

The compensation for our NEOs currently consists of three elements: base salaries, annual incentive cash bonuses and long term equity incentive awards in the form of RSA's and PSU's and, for Mr. Sampson options to purchase our Common Stock.RSA's. Executive compensation is designed to reward performance in a straightforward and transparent manner.

The stock portions of the 2017, 2016,2019 and 20152018 incentive awards are shown below in the Summary Compensation table under the "Stock Awards" column. The cash portions of the 2017, 2016,2019 and 20152018 incentive awards, which are defined under the STIP, are shown below in the Summary Compensation table under the "Non-Equity Incentive Plan Compensation" column.

Other Aspects of Executive Employment

In the event of a restatement of income, any overpayments of incentive pay made to executives based on such restatement of income may be reclaimed at the discretion of the Compensation Committee. ADES' Insider Trading Policy prohibits directors

We maintain key person term insurance for our Chief Executive Officer in the amount of $5 million and for our Chief Product Officer in the amount of $2 million. The policies may be assigned to the individuals upon termination of employment (other than for cause) whereupon the executive would be responsible for any premium payments. We maintain long term disability policies for executives of the Company for up to $162,000$174,000 per year.

Executives are encouraged to own a number of shares of the Company'sour Common Stock equal to a value of at least one times thetheir annual base salary. Ownership is calculated considering holdings of restricted stock and PSU's, whether or not such

So long as the stock ownership guidelines are met, executives may sell unrestricted stock and may exercise vested stock options and sell shares of the Company's Common Stock to pay for the exercise price and withholding tax, except as otherwise provided for in the underlying stock option agreement. It is preferred that executives own shares of the Company's Common Stock for a period greater than twelve months before selling it. Executives are advised to seek pre-approval of any exercise of stock options or sale of shares of the Company'sour Common Stock at least 30 days in advance or the executive must be engaged in a pre-announced program sale in compliance with federal securities laws. All executive stock transactions must be made in compliance with our insider trading policy.

Pursuant to Section 16(b) of the Exchange Act, executives leaving the Company are encouraged to hold their stock in the Company for at least six months after leaving the Company.

The Company's Profit Sharing Retirement Plan ("401(k) Plan") is available to all eligible employees, including named executive officers. Prior to 2017, we made matching contributions to each eligible employee’s account up to seven percent of the employee’s eligible compensation, and, at the discretion of the Board, could make contributions based on the profitability of the Company to those accounts. In 2017, we made our matching contributions in cash. No discretionary contributions were made to the 401(k) Plan in 2017 other than as discussed above.NEOs. Beginning in 2017,2018, the Company elected to make safe harbor nonelective contributions to eligible employees. Pursuant to the safe harbor nonelective contributions notice, we make contributions to each eligible employee's account in an amount equal to three percent of eligible compensation, and will continue to do so unless the 401(k) Plan is amended or terminated. Additionally, at the discretion of the Board, the Company may make contributions based on the profitability of the Company to those accounts. In 2019, we made our matching contributions in cash. No discretionary contributions were made to the 401(k) Plan in 2019 other than as discussed above.

 Employee and Company contributions to the 401(k) Plan are 100% vested.

Summary Compensation Table

2017 Omnibus Incentive Plan

Potential Payments upon Termination or Change-in-Control

Employment Agreements

Stockholder ratification of the Audit Committee’sCommittee's selection of Moss Adams as our independent registered public accounting firm as requested in Proposal 3 is not required by our bylaws or otherwise. The Board is submitting this proposal to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain this firm. We anticipate that a representative of Moss Adams will be available at the Annual Meeting to respond to stockholder questions and will have the opportunity to make a statement at that time if the representative desires to do so.

Additional information about Audit Fees and Audit Committee Approval of Services can be found under the Independent Registered Public Accounting Firm section of this Proxy Statement.

On April 6, 2018,8, 2020, the Audit Committee approved the engagement of Moss Adams to serve as the Company's independent registered public accounting firm to audit the Company’sCompany's financial statements for the fiscal year endedending December 31, 2018.2020. This appointment for 20182020 was based on the Audit Committee’sCommittee's and management’smanagement's completion of a written evaluation of Moss Adams’Adams' performance which included, among other criteria, quality of services provided; sufficiency of the firm’sfirm's resources; communications and interaction; and independence, objectivity and professional skepticism.

(1) This category includes fees related to the audit of our annual consolidated financial statements; the review of our quarterly consolidated financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC; and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).

(4) This category consists of fees for services that are not included in the above categories. We did not pay our independent registered public accounting firm any other fees for services during the years ended December 31, 20162018 and 2017.2019.

The Audit Committee pre-approves all audit or non-audit services performed by our independent registered public accounting firm in accordance with Audit Committee policy and applicable law. The Audit Committee generally provides pre-approval of audit services and services associated with SEC registration statements, other SEC filings and responses to SEC comment letters (audit fees) and services related to internal control reviews, internal control reporting requirements and consultations with our management as to accounting or disclosure treatment of transactions or events and the impact of rules, standards or interpretations by the SEC and other regulatory or standard-setting bodies (audit-related fees) for each 12 month period within a range of approved fees. To avoid certain potential conflicts of interest, the law prohibits the Company from obtaining certain non-audit services from its independent registered public accounting firm. The Audit Committee has delegated authority to approve permissible services to its Chairman. The Chairman reports such pre-approvals to the full Audit Committee at its next scheduled meeting. The Audit Committee Chairman pre-approved 100% of the services provided by the independent registered public accounting firm in 2017.2019. None of the services of the independent registered public accounting firms in 20172019 were of the type specified in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

The Board is asking stockholders to approve the Tax Asset Protection Plan, as amended on April 6, 2018, April 5, 2019 and April 8, 2020 (the "TAPP"“TAPP”). If our stockholders do not approve the TAPP at the 20182020 Annual Meeting, itthe TAPP will automatically expire on the business day following the meeting.December 31, 2020.

DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(A) REPORTS

Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

(1) These securities are directly held by Clients, Funds, and Affiliates ("Accounts") that are managed by Alta Fundamental Advisers LLC ("Alta"). Gilbert Li, a Director, is Managing Partner of Alta. In addition, Mr. Li is an investor in whichone or more of these Accounts and therefore is an indirect beneficial owner of a late report was filed. portion of these shares.

The Board knows of no other business to be presented at the Annual Meeting. If other matters properly come before the Annual Meeting, to the extent permitted by law, the persons named in the accompanying form of proxy intend to vote on such other matters in accordance with their best judgment.

We anticipate that the next Annual Meeting of Stockholders for the Company will be held in June 2019.2021.

Any stockholder of record who desires to submit a proper proposal for inclusion in the proxy material related to the next Annual Meeting of Stockholders must do so in writing in care of Greg P. Marken, Chief Financial Officer and Secretary, at 640 Plaza Drive, Suite 270, Highlands Ranch, ColoradoCO 80129 no later than December 28, 2018.31, 2020. If a stockholder intends to submit a proposal at the meeting that is not included in our Proxy Statement, and the stockholder fails to notify us prior to March 15, 20192021 of such proposal, then to the extent permitted by law, the proxies appointed by our management would be allowed to use their discretionary voting authority when the proposal is raised at the Annual Meeting, without any discussion of the matter in the Proxy Statement. The stockholder must disclose, among other items, certain information related to the business to be proposed at the meeting, its beneficial ownership in the Company and whether it is acting in concert with other stockholders or interested parties. For a complete list of information that stockholders must provide, see Section 2.03 of the Company's bylaws.

Attn: Corporate Secretary

Telephone: 888-822-8617

In addition, if you have any questions about the proposals, you may contact:

Chris Hodges or Ryan Coleman

312-445-2870

ades@alpha-ir.com

You should rely only on the information contained in this Proxy Statement to vote on the Annual Meeting proposals. No one has been authorized to provide you with information that is different from what is contained in this Proxy Statement.