United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________ 
SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
______________________________________ 


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Advanced Emissions Solutions, Inc.
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advancedlogoa13.jpg
April [ ], 2018

2023
Dear Fellow Stockholder:
On behalf of the Board of Directors, we are pleased to invite you to the 20182023 Annual Meeting of Advanced Emissions Solutions, Inc.'s Stockholders, which will be held at 9:00 a.m. (local time)(Mountain Time) on June 19, 201813, 2023. We are pleased to announce that this year’s Annual Meeting will again be a virtual meeting via live webcast on the Internet. You will be able to electronically attend the Annual Meeting and vote during the meeting by visiting www.virtualshareholdermeeting.com/ADES2023. To enter the Annual Meeting, you will need the 16-digit control number located on the Notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. We recommend that you log in at least 10 minutes before the Denver Marriott Tech Center located at 4900 S. Syracuse Street, Denver, Colorado 80237.meeting to ensure you are logged in when the meeting starts.
At the Annual Meeting, you will be asked to elect fiveseven directors named in the Proxy Statement, provide your advisory approval onof our executive compensation, ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20182023, approve the issuance of our common stock, upon conversion of our Series A Preferred Stock issued on February 1, 2023, and approve the continuationSixth Amendment of the Company's Tax Asset Protection Plan.
Your Board of Directors and management look forward to greeting those of you who are able to attend the Annual Meeting. The accompanying notice of meeting and this Proxy Statement provide specific information about the Annual Meeting and explain the various proposals. Please read these materials carefully.
Thank you for your continued support of and interest in our Company.


L. Heath SampsonGreg P. Marken
President, and Chief Executive Officer and Treasurer





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ADVANCED EMISSIONS SOLUTIONS, INC.
640 Plaza Drive, Suite 2708051 E. Maplewood Ave., Ste. 210
Highlands Ranch,Greenwood Village, Colorado8012980111
Telephone: (888) 822-8617


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


To Our Stockholders:
The Annual Meeting of Stockholders of Advanced Emissions Solutions, Inc. (“ADES”("ADES" or the “Company”"Company"), a Delaware corporation, will be held at 9:00 a.m. (local time)(Mountain Time) on June 19, 2018 at13, 2023 via live webcast on the Denver Marriott Tech Center located at 4900 S. Syracuse Street, Denver, Colorado 80237,Internet, which can be accessed by visiting www.virtualshareholdermeeting.com/ADES2023, where you will be able to electronically attend the Annual Meeting and vote on the following:
1.    To elect seven directors of the Company named in this Proxy Statement;
2.    To approve, in an advisory vote, our executive compensation;
3.     To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;
4.    To approve the issuance, in accordance with Nasdaq Listing Rule 5635(a), of our common stock, upon conversion of our Series A Preferred Stock issued on February 1, 2023;
5.    To approve the Sixth Amendment of the Company's Tax Asset Protection Plan; and
6.    To transact such other business as may properly come before the Annual Meeting or at any postponement or adjournment thereof, for the following:thereof.
1.To elect five directors of the Company;
2.To approve, in an advisory vote, our executive compensation;
3.To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;
4.To approve the continuation of the Company's Tax Asset Protection Plan; and
5.To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
Stockholders of record at the close of business on April 23, 201817, 2023 are entitled to notice of and to vote at the Annual Meeting. We anticipate making the proxy materials, including this proxy statement, first available to our stockholders on or about April 27, 2023.
Our stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you planvia a virtual meeting. Stockholders of record and many of our stockholders will be able to electronically attend the Annual Meeting we urge you toas well as vote your sharesduring the live webcast of the meeting by telephone orvisiting www.virtualshareholdermeeting.com/ADES2023 and entering the 16‐digit control number included in our notice of Internet or by completing, signing and datingAvailability of the availableProxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. We recommend that you log in at least 10 minutes before the meeting to ensure you are logged in when the meeting starts. For specific instructions, please refer to "General Matters" in this proxy statement and returning it promptly to the Company.instructions on the proxy card.
Please call on our toll-free number (888-822-8617) if you require directions or have other questions concerning the meeting. Directions to our offices are also located on the back cover of this Proxy Statement.
By Order of the Board of Directors,
Greg P. Marken
President, Chief FinancialExecutive Officer Treasurer and SecretaryTreasurer
April [ ], 20182023




Important Notice
Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 19, 201813, 2023
The Company’sCompany's Proxy Statement and Annual Report to Stockholders are Available at: www.proxyvote.com


 





TABLE OF CONTENTS
Page
56
79
811
820
1321
Certain Relationships and Related Transactions
14
1723
1925
2026
Chief Executive Officer Pay Ratio
33
3438
3539
3640
3640
40
3744
3948
Other Matters
Appendix A
4051
Appendix A
42
4554
Back Cover
47





Please note that website references throughout this document are provided for convenience only, and the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.


PROXY STATEMENT

- GENERAL MATTERS
This Proxy Statement is furnished to the stockholders of Advanced Emissions Solutions, Inc. (“ADES” or the “Company”), a Delaware corporation, ("ADES" or the "Company") in connection with the solicitation of proxies by the Company’sCompany's Board of Directors (the “Board”"Board"), to be voted at our annual meeting of stockholders (“("Annual Meeting”Meeting" or “meeting”"meeting" or "annual meeting") to be held at 9:00 AM (Mountain Time) on Tuesday, June 19, 2018, at the Denver Marriott Tech Center located at 4900 S. Syracuse Street, Denver, Colorado 80237,13, 2023, via virtual meeting, and any postponements or adjournments thereof. This Proxy Statement and accompanying form ofWe anticipate making the proxy ismaterials, including this proxy statement, first being made available to our stockholders on or about April 26, 2018.27, 2023. The shares represented by all proxies that are properly executed and submitted will be voted at the meeting in accordance with the instructions indicated thereon, and if no instructions are given, then to the extent permitted by law, in the discretion of the proxy holder. Throughout this Proxy Statement, the terms "we," "us""us," "our" and "our Company" refer to Advanced Emissions Solutions, Inc. and, unless the context indicates otherwise, our consolidated subsidiaries.
PARTICIPATION IN VIRTUAL MEETING
In accordance with Delaware law, the Board has authorized that the Annual Meeting be held via virtual meeting, and accordingly, stockholders and proxy holders virtually attending the Annual Meeting are deemed present in person for purposes of determining the presence of a quorum.
For stockholders of record, the only item of information needed to access the Annual Meeting from the website is the 16-digit control number located in the Notice of Internet Availability of Proxy Materials or on your proxy card. If your shares are held in street name (as explained below) and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a "legal proxy" in order to be able to attend, participate in or vote at the annual meeting.
Please have the Notice of Internet Availability of Proxy Materials or proxy card in hand when you access the website and then follow the instructions.
VOTING RIGHTS AND VOTE REQUIRED
Our Board has fixed the close of business on April 23, 2018,17, 2023 as the record date (the “Record Date”"Record Date") for determination of stockholders entitled to notice of and to vote at the meeting. On the Record Date, [ ] shares of our common stock were issued and outstanding, each of which entitles the holder thereof to one vote on all matters that may come before the Annual Meeting. Of the shares of our common stock issued and outstanding and entitled to vote, 3,814,864 shares of common stock were issued to Arq Limited in the Transaction, as described further below under "Proposal Four—Approval of Preferred Stock Conversion Proposal," and are not entitled to vote on Proposal Four under the listing rules of the Nasdaq Stock Market ("Nasdaq"). We anticipate that these 3,814,864 shares of common stock will be voted in favor of Proposal Four for purposes of adopting the proposal under Delaware law. However, to comply with Nasdaq rules, we will instruct the inspector of elections to conduct a separate tabulation that subtracts the votes represented by these shares from the total number of shares voted on Proposal Four to determine whether that proposal has been adopted in accordance with applicable Nasdaq rules. As of the Record Date, there were 5,362,927 shares of Preferred Stock issued and outstanding (as described below under "Proposal Four—Approval of Preferred Stock Conversion Proposal"). The Preferred Stock is not entitled to vote on the matters being considered at the Annual Meeting.
We do not have any class of voting securities outstanding other than our common stock. A minimum of one-third of the shares of our common stock issued and outstanding entitled to vote at the Annual Meeting must be represented at the Annual Meeting in person or by proxy in order to constitute a quorum. An abstention or withholding authority to votea "broker non-vote" (as explained below) will be counted as present for determining whether the quorum requirement is satisfied. If a quorum exists, actions or matters other than the election of the Board are approved if the votes cast in favor of the action exceed the votes cast opposing the action unless a greater number is required by the Delaware General Corporation Law (the “DGCL”"DGCL") or our Second Amended and Restated Certificate of Incorporation. The fiveIn accordance with our bylaws, our Board designated any uncontested election of directors, including election of directors at this Annual Meeting, as a proposal to be subject to the plurality voting standard. As such, the seven nominees receiving the highest number of votes cast will be elected as directors. Abstentions willCumulative voting is not affect the election of directors.allowed for any purpose.
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If, as of the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then that firm or organization is the stockholder of record for purposes of voting at the Annual Meeting and you are considered the beneficial owner of shares held in "street name." If you are a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares held in your account. If you do not instruct your broker or other agent on how to vote your shares, your brokerage firm,broker or other agent, in its discretion, may vote your shares on routine matters or they may elect not to vote your shares. The proposalWhether or not a matter is routine is subject to ratify the appointment of our independent registered public accounting firm fordetermination by the fiscal year ending December 31, 2018 is consideredstock exchange. When a “routine matter,” but thebroker or other proposals being voted on at the Annual Meeting are not considered “routine matters” and brokers will not be entitled to vote on those proposals absent specific instructions and authorization from the beneficial owners of the shares. If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute "broker non-votes." A broker non-vote occurs when a nomineeagent holding shares for a beneficial holder does not have discretionary voting power and does not receive voting instructions from the beneficial owner.owner and the broker or other agent does not have discretionary voting power on the matter(s), it will result in a "broker non-vote" for the matters on which the broker or other agent cannot vote. Broker non-votes on a particular proposal are considered present for purposes of determining a quorum, but will not be treated as shares presentvotes cast with respect to any proposal.
Abstentions and entitled to vote on any proposal other than the ratification of our public accounting firm and accordingly"broker non-votes" will have no effect on such vote.
We invite beneficial owners to attend the Annual Meeting. If you are a beneficial owner and not a stockholderoutcome of record, you may not vote your shares in personproposals voted upon at the Annual Meeting, unless you request and obtain a valid proxy from yourexcept we do not expect there to be any "broker non-votes" for purposes of the ratification of our independent registered public accounting firm, as broker or other agent and bring such proxyagents are expected to the Annual Meeting. If you wanthave discretionary authority to attend the Annual Meeting, butvote on this proposal (although they are not vote, you must provide proof of beneficial ownership as of the Record Date, such as your most recent account statement priorrequired to April 23, 2018, a copy of the voting instruction card provided by your broker or other agent or other similar evidence of ownership.
A minimum of one-third of the shares of Common Stock issued and outstanding must be represented at the meeting in person or by proxy in order to constitute a quorum. Cumulative voting is not allowed for any purpose.do so).
Unless instructions to the contrary are marked, or if the proxy card is properly executed but no instructions are specified, shares represented by proxies will be voted:
FOR ALL the persons nominated by the Board for Directors for election at the Annual Meeting, being: Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, Gilbert Li, R. Carter Pate, L. Heath Sampson, J. Taylor Simonton,Julian McIntyre, and L. Spencer Wells;
FOR the approval, on an advisory basis, of the compensation of the Company’sCompany's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion as set forth under the Executive Compensation section of this Proxy Statement;
FOR the ratification of the appointment of Moss Adams LLP as the Company’sCompany's independent registered public accounting firm for the fiscal year ending December 31, 2018;2023;
    FOR the issuance, in accordance with Nasdaq Listing Rule 5635(a), of our common stock, upon conversion of our Series A Preferred Stock issued on February 1, 2023; and

FOR the approval of the continuationSixth Amendment of the Company's Tax Asset Protection Plan.
We do not know of any other matter or motion to be presented at the Annual Meeting. If any other matter or motion should be presented at the Annual Meeting upon which a vote must be properly taken, to the extent permitted by law, the persons named in the accompanying form of proxy intend to vote such proxy in the discretion of such person as the directors of the Company may recommend, including any matter or motion dealing with the conduct of the Annual Meeting.
Voting by Mail, Facsimile, via the Internet or by Telephone
Stockholders whose shares are registered in their own names may vote by mailing or faxing a completed proxy card, via the internet or by telephone. Instructions for voting via the internet or by telephone are set forth on the enclosedincluded proxy card. To vote by mailing or faxing a proxy card, sign and return the available proxy card to the Companyaddress set forth on the proxy card and your shares will be voted at the Annual Meeting in the manner you direct. If no directions are specified but the proxy card is properly executed, your shares will be voted as described above.
If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares over the internet or by telephone rather than by mailing a completed voting instructions card provided by the bank or brokerage firm. Please check the voting instructions card provided by your bank or brokerage house for availability and instructions. If internet or telephone voting is unavailable from your bank or brokerage house, please complete and return the voting instructions card provided by the bank or brokerage firm.
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Any stockholder who completes a proxy or votes via the internet or by telephone may revoke the action at any time before it is exercised at the Annual Meeting by delivering written notice of such revocation to the Company's (c/o Greg P. Marken, Secretary)General Counsel and Secretary (Clay Smith), 640 Plaza Drive, Suite 270, Highlands Ranch,8051 E. Maplewood Ave., Ste. 210, Greenwood Village, Colorado 80129,80111, by submitting a new proxy executed at a later date, or by attendingjoining the Annual Meetingvirtual meeting and voting such stockholder's shares in person.a manner different to his, her, or its previously completed proxy card.

The Company is bearing the costs of this solicitation of proxies. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by certain of our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities.
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PROPOSAL ONE

ELECTION OF DIRECTORS OF THE COMPANY
Our Nominating and Governance Committee has recommended to our Board the slate of five directors seven directors— Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, Gilbert Li, Julian McIntyre, and L. Spencer Wells—for election by our stockholders, and the Board approved the recommendation and the slate of directors. Laurie Bergman was appointed to the Board to fill the vacancy created by Mr. Simonton's resignation from the Board, which is effective of 8 am (Mountain Time) on the date of the Annual Meeting. As such, Ms. Bergman is standing for re-election at this Annual Meeting. We thank Mr. Simonton for his years of service. Ms. Bergman was recommended to the Board by third-party search firm. Jeremy Blank, Richard Campbell-Breeden and Julian McIntyre were recommended by Arq Limited as stipulated in the Purchase Agreement (defined below) and appointed as directors by the Board in connection with the acquisition of Arq Limited's subsidiaries ("Arq Acquisition") (see - "Related Person Transactions" below for more information). The other nominees were most recently elected at the 2022 Annual Meeting. Each director will hold office until the next Annual Meetingannual meeting of Stockholdersstockholders and thereafter until a successor is elected and qualified. The seven nominees receiving the highest number of votes cast will be elected as directors. Cumulative voting is not permitted in the election of directors. IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE INDIVIDUALS NAMED IN THE ACCOMPANYING PROXY WILL VOTE IN FAVOR OF THE ELECTION OF THE FOLLOWING PERSONS NAMED AS OUR NOMINEES FOR DIRECTORS: GILBERT LI, R. CARTER PATE, L. HEATH SAMPSON, J. TAYLOR SIMONTON AND L. SPENCER WELLS.
Each of the nominees has consented to be named herein and to serve if elected. We do not anticipate that any nominee will become unable or unwilling to accept nomination or election, but if this should occur, the persons named in the proxy intend to vote for the election in his or her stead of such other person as the Board may recommend. It isrecommend or the policy and practicesize of the CompanyBoard may be decreased. Because the Annual Meeting will be held virtually this year, we anticipate that all directors who residewill participate in the metropolitan Denver, Colorado area attendAnnual Meeting this year. Last year all four directors then serving participated in the Annual Meeting.annual meeting.
Detailed biographical information about each director nominee can be found under the Corporate Governance section of this Proxy Statement. The following table sets forth certain information, including expected Committeecommittee membership as of June 19, 2018,13, 2023, as to each director nominee of the Company:
Director NameAuditCompensationNominating and Governance
Laurie Bergmanuu
Jeremy Blank
Richard Campbell-Breedenu
Carol Eicheruuu
Gilbert Liu
Julian McIntyre
L. Spencer Wells (1)
uu
u= Chair
u= Member
(1) Mr. Wells is the Chair of the Board
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Name Age Position and Offices Director Since
Gilbert Li 40 Director, Chairman of Nominating and Governance Committee and Member of Audit Committee and Compensation Committee 2016
R. Carter Pate 63 Director, Chairman of Compensation Committee and Member of Audit Committee and Nominating and Governance Committee 2016
L. Heath Sampson 47 Director, President and Chief Executive Officer 2015
J. Taylor Simonton 73 Director, Chairman of the Audit Committee and Member of Nominating and Governance Committee 2014
L. Spencer Wells 47 Director, Chairman of the Board and Member of Compensation Committee 2014

No family relationship exists between any directors or executive officers.
The Company does not have a specific policy on diversity of the Board. Instead, the Board evaluates nominees in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on the group's diversity of experience, backgrounds, represent stockholder interests through the exercise of sound judgment. The following table sets forth the Board diversity as of the Record Date:
Total number of Directors:7
FemaleMaleNon-BinaryDid not disclose gender
Gender Identity(1)
16——
Demographic Background:
Asian—1——
White15——
(1) Upon the effective time of Ms. Bergman’s appointment to the Board right before the Annual Meeting, the Company will have 2 female and 5 male Board members.
Director Compensation information for the fiscal year ended December 31, 20172022 can be found under the "Director Compensation" section of this Proxy Statement.
Board Recommendation
Our Board recommends that you vote "FOR ALL" all of the persons nominated above, being Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, Gilbert Li, R. Carter Pate, L. Heath Sampson, J. Taylor SimontonJulian McIntyre and L. Spencer Wells.

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CORPORATE GOVERNANCE
DirectorsBoard Membership Criteria
Criteria established for the selection of candidates for the Board include:
▪An understanding of business and financial affairs and the complexities of an organization that operates as a public company;
▪A genuine interest in representing all of our stockholders and the interests of the Company overall;
▪A willingness and ability to spend the necessary time required to function effectively as a director;
▪An open-minded approach to matters and the resolve and ability to independently analyze matters presented for consideration;
▪A reputation for honesty and integrity that is above reproach;
▪Any qualifications required of independent directors by the Nasdaq Stock Market and applicable law; and
▪As to any candidate who is an incumbent director (who continues to be otherwise qualified), the extent to which the continuing service of such person would promote stability and continuity amongst the Board as a result of such person's familiarity and insight into the Company's affairs, and such person's prior demonstrated ability to work with the Board as a collective body.
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 those with 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.
The specific experience, qualifications and background of each director for election by our stockholders is as follows:

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L. Spencer Wells has served as a director since 2014 and as Chairman of the Board of the Company since 2016. Mr. Wells has over 15 years of experience as a financial analyst and is a Partner at Drivetrain Advisors providing extensive knowledge on portfolio management, proprietary trading, and special situation expertise. Before joining Drivetrain Advisors in 2013, Mr. Wells served as a Senior Advisor (from 2012 to 2013) and as a Partner (from 2010 to 2012) at TPG Special Situations Partners, during which time he created and managed an investment portfolio approximated at $2.5 billion. From 2002 until 2009, Mr. Wells served as a Partner and a Portfolio Manager at Silverpoint Capital. While at Silverpoint, he covered the energy, chemicals, and building products sectors and managed an investment portfolio estimated at $1.3 billion. Mr. Wells has served as a director of Town Sports International Holdings, Inc. (NASDAQ: CLUB) since 2015 and as a director of NextDecade Corporation (NASDAQ: NEXT) since August 2017. He also serves as a director of three other private companies. Since June 2016, he has also served as a manager on the Board of Managers of Tinuum Group, LLC ("Tinuum Group"), a related party. Mr. Wells is a Trustee, a member of the Investment Committee and Finance Committee, and Co-Chair of the Development Committee for Western Reserve Academy. Mr. Wells holds a B.A. in psychology from Wesleyan University and an M.B.A. from Columbia Business School.
Laurie Bergman.jpg
Laurie Bergman
Director Nominee
Age 45
Ms. Bergman has extensive financial and executive leadership expertise, including serving as the Chief Financial Officer of Liquid Environmental Solutions, provider of waster removal services, since June 2021. Prior to that, Ms. Bergman served as Vice President, Chief Accounting Officer and Corporate Controller of UGI Corporation, a natural gas and electric power distribution company (February 2019 to June 2021). She previously served as the Chief Accounting Officer and Corporate Controller of AmeriGas Propane, Inc., a propane delivery company (2016 to 2019) and as its Group Director – Financial Planning and Operations (2014 to 2016). Ms. Bergman joined AmeriGas Propane, Inc. in 2006 as Manager – Disbursements and served in various roles for AmeriGas Propane, Inc., including Assistant Controller (2011 to 2012), Director of Financial Analysis and Planning (2012 to 2013), and Group Director of Financial Planning and Revenue Management (2013 to 2014). Prior to that, she held positions of increasing responsibility at AmeriGas Propane, Inc. Previously, Ms. Bergman served as a Financial Analysis Specialist and a Disbursement Operations Manager at CIGNA Corporation from 2001 to 2005.

Ms. Bergman's qualifications to serve as director on the Board include her extensive leadership of corporate accounting functions in large publicly traded organizations and skills to serve as a director, with specific expertise as a financial expert. Further, Ms. Bergman's educational background includes a Bachelor of Business Administration degree in Finance from Temple University and a Master of Business Administration from Temple University.

Other Boards and Positions:
▪QNB Corporation (OTC Bulletin Board: QNBC) since 2020: independent director, member of Audit Committee
▪Institute of Management Accountants since 2020: Global Board of Directors
Director Qualifications:
Jeremy Blank.jpg
Jeremy Blank
Director since 2023
Age 44
Mr. Blank has over 20 years of experience managing investments in public and private companies. Currently, Mr. Blank is the Chief Investment Officer of Community Fund, a global investment firm, a position he has held since October 2020. Previously, he has served as a Partner at York Capital Management, a $15 billion global investment fund, from 2005 through September 2020. Mr. Blank served as a Vice President, Credit Analyst and Investment Banker at Morgan Stanley from 1999 to 2005.

Mr. Blank's qualifications to serve as director on the Board include his service on several boards of both private and public companies for over 18 years, with a specific expertise in finance.

Other Boards and Positions:
▪Insightec Ltd since 2014: Director, Audit Committee Chair
▪Arq Limited 2015 – 2023: Director
▪Enovix Corp (NASDAQ: ENVX) 2018 - 2021: Director

Leadership Experience - Senior Advisor and a prior partner at TPG Special Situations Partners, Director for the Center for Music National Service, current director for Town Sports International Holdings, Inc. and NextDecade Corporation and three other private companies, and Trustee and Co-Chair of the Development Committee for Western Reserve Academy.
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Industry Experience - Through his various roles as a financial analyst, he has covered the energy chemicals and building products sectors.
Richard Campbell-Breeden 2.jpg
Richard Campbell-Breeden
Director since 2023
Age 61
Mr. Campbell-Breeden possesses over 30 years of investment banking and mergers & acquisitions related expertise. He spent 28 years at Goldman Sachs, of which he was a partner for 16 years. During his tenure at Goldman Sachs, Mr. Campbell-Breeden ran the UK investment banking businesses in Europe (London) was Vice Chairman of Investment Banking for Asia Pacific (Hong Kong), was a director of Goldman Sachs (Asia) LLC and was a member of the Asian Commitments Committee. Mr. Campbell-Breeden is the founder of Omeshorn Capital Advisors, a firm that specializes in M&A and capital raising advice, which was founded in 2016.

Mr. Campbell-Breeden's qualifications to serve as director on the Board include his service on several public and private company boards, having over 10 years of experience, with a specific expertise in finance.

Other Boards and Positions:
▪Julius Bear Group, Swiss bank listed in Zurich, since 2018: Director, Chair of the Nominations and Compensation Committee, member of the Risk and Governance Committee
▪Arq Limited 2018 – 2023: Director, Chairman of the Board
▪Parkinson’s UK, since 2022, Co-chair of Virtual Biotech Fund Raising Board
Finance Experience - Extensive and varied experience with over 20 years of involvement as a financial analyst.
Gilbert Li has served as a director of the Company since 2016 and currently is the Co-Founder and Managing Partner of Alta Fundamental Advisers, a private investment company, since January 2013. Since February 1, 2018, he has served as a manager on the Board of Managers of Tinuum Group. He has spent his career focused on value oriented investing across the capital structure. From January 2009 through January 2013, Mr. Li was an investment analyst for JMB Capital Partners, a $1.3 billion hedge fund. He has also previously held the roles of portfolio manager, trader and investment analyst at Merrill Lynch, Watershed Asset Management and J.P. Morgan Investment Management. Mr. Li attended the University of California, Berkeley with majors in chemical engineering and material science engineering and a minor in business administration.
Carol-Eicher-Online-3.jpg
Carol Eicher
Director since 2019
Age 64
Ms. Eicher has extensive public company executive leadership and operational expertise, having worked more than 35 years in the chemical industry. She held senior management roles with Dow Chemical Co., Rohm and Haas Co., Ashland, Inc. and E.I. DuPont de Nemours and Co. In addition, she was CEO and Chair of a private equity portfolio company and led the successful sale of that company.

Ms. Eicher's qualifications to serve as director on the Board include her extensive public and private company board leadership experience having served on public company boards for more than 10 years, with a specific expertise in governance.

Other Boards and Positions:
▪Arconic Corporation (NYSE: ARNC) since 2020: independent director, member of Governance Committee
▪Tennant Company (NYSE: TNC) since 2008: independent director, Chair of the Governance Committee, member of the Compensation Committee, former member of the Audit Committee
▪A Schulman Company (Nasdaq: SHLM): 2017-2018; independent director and member of the Audit and Compensation Committees
▪Innocor, Inc.: 2014 -2017 CEO; 2017-2018 non-executive board chair
Director Qualifications:
Leadership Experience - Co-Founder and Managing Partner of Alta Fundamental Advisers.
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Industry Experience - Invested, analyzed, and traded many
ADAESHeadshots-73-Edit_Gilbert Li.jpg
Gilbert Li
Director since 2016
Age 45
Mr. Li is currently the Co-Founder and Managing Partner of Alta Fundamental Advisers LLC, a private investment company, holding this position since January 2013. Alta Fundamental Advisers LLC holds approximately 6.2% of the equity interests in the Company. From February 1, 2018 to May 1, 2021, Mr. Li also served as a manager on the Board of Managers of Tinuum Group, LLC ("Tinuum Group"), in which we hold equity interests of 42.5% as of December 31, 2022. He has spent his career focused on value-oriented investing across the capital structure. From January 2009 through January 2013, Mr. Li was an investment analyst for JMB Capital Partners, a $1.3 billion hedge fund. He has also previously held the roles of portfolio manager, trader and investment analyst at Merrill Lynch, Watershed Asset Management and J.P. Morgan Investment Management.

Mr. Li's qualifications to serve as director on the Board include his over 20 years of industry experience and provides unique insights to various energy, alternative energy, coal and tax credit-related companies.

Other Boards and Positions:
▪Alta Fundamental Advisers since 2013: Co-Founder and Managing Partner


R. Carter Pate has served as a director of the Company since 2016. Since May 2015, he has served as a director of BioScrip, Inc. (NASDAQ: BIOS) and is currently the its Chairman of the Board. Mr. Pate is currently the Interim Chief Executive Officer of Providence Services Corporation (NASDAQ: PRSC), a position he has held since 2017. He is also the Founder and Chief Executive Officer of Phoenix Effect, LLC, serving as a consultant and advisory board member to public and
Julian McIntyre.jpg
Julian McIntyre
Director since 2023
Age 48
Mr. McIntyre is the founder and former Chief Executive Officer of Arq Limited (between 2015 and 2023). He has extensive experience as an entrepreneur, founding several companies in the oil and gas, energy, and telecommunications industries. In 2021, Mr. McIntyre was a founding shareholder of Greenfire Resources, a large oil producer in Alberta, Canada. He was, in 2014, the founder of a large natural gas operator in the Rocky Mountains and served as director until 2017.

Mr. McIntyre's qualifications to serve as director on the Board include his service on several public and private company boards, having over 20 years of experience, with a specific expertise in entrepreneurial business growth.

Other Boards and Positions:
▪Greenfire Resources Inc. since 2020: Director


private boards of directors since 2014. From 2011 to 2014, Mr. Pate served as Chief Executive Officer of MV Transportation, Inc., the largest privately-owned passenger transportation contracting firm based in the U.S., and continues to serve as an independent strategic advisor to MV Transportation. From 1996 to 2011, Mr. Pate was employed by PricewaterhouseCoopers, LLP ("PwC") in various positions including U.S. and Global Managing Partner of PwC’s Capital Projects and Infrastructure practice (2010 to 2011), Global and U.S. Managing Partner of PwC’s Health Care Practice (2008 to 2010), U.S. Managing Partner of Government Services (2005 to 2008), Managing Partner of U.S. Markets (2004 to 2005), Managing Partner of Financial Advisory Services (2000 to 2004) and as a Partner and Leader in the U.S. Restructuring Practices (1996 to 2000). Mr. Pate previously served as a director, Interim President and Chief Executive Officer of Sun Television and Appliances, Inc., a national retailer, as a director and Chief Executive Officer of Sun Coast Industries, Inc. and as Director of Finance at William Hudson Chemical Trading. He also founded his own management consulting firm. Mr. Pate has a Master's degree in accounting and information management from the University of Texas at Dallas and a B.S. degree in accounting from Greensboro College and is a CPA.
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Director Qualifications:
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L. Spencer Wells
Director since 2014
Age 52
Mr. Wells has over 20 years of experience as an investor and financial analyst and is a founding Partner of Drivetrain Advisors, a provider of fiduciary services to the alternative investment community. Prior to founding Drivetrain Advisors in 2013, Mr. Wells served as a Senior Advisor at TPG Special Situations Partners from 2010 to 2012. Mr. Wells was a partner of TPG Special Situations Partners, during which time he helped to create and manage an investment portfolio approximated at $2.5 billion. From 2002 until 2009, Mr. Wells served as a Partner and a member of the Investment Committee at Silverpoint Capital. While at Silverpoint, he covered the energy, chemicals and building products sectors and managed an investment portfolio estimated at $1.3 billion. Mr. Wells has previously served on the Boards of over 20 public and private companies over the last ten years, including Roust Corporation, Affinion Group, Inc. and Syncora Holdings, Ltd.

Mr. Wells has extensive executive leadership and financial expertise, having over 20 years of involvement as a financial analyst and senior advisor to various companies.

Mr. Wells' qualifications to serve as director on the Board include extensive public and private company board leadership experience having served on public company boards for more than 10 years, with specific expertise in governance of companies undergoing significant change such as asset purchases and sales, in-court or out-of-court restructurings and liability management.

Other Boards and Positions:
▪NextDecade Corporation (Nasdaq: NEXT) since 2017: Director, Chair of the Audit Committee, member of the Nominating and Corporate Governance Committee
▪Vantage Drilling International since 2016: Director, Chair of the Compensation Committee, member of the Audit Committee
▪Parker Drilling Company since 2018: Director, Chair of the Compensation Committee, member of the Finance and Strategic Planning Committee, member of the Nominating and Corporate Governance Committee
▪Town Sports International Holdings, Inc. from 2014 to 2020: Director, Chair of the Compensation Committee and member of the Audit Committee
▪Samson Resources II, LLC since 2017: Director
▪Jones Energy, Inc. from 2018 -2019: Director
Leadership Experience - Founder and Chief Executive Officer of Phoenix Effect, LLC, Chief Executive Officer of MV Transportation, director, Interim President and Chief Executive Officer of Sun Television and Appliances, director and Chief Executive Officer of Sun Coast Industries, director of several public and private companies and multiple leadership positions at PwC.
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Industry Experience - Partner in charge of PwC's U.S. Advisory Practice, which included the Advisory energy practice, which included a number of oil field services firms as well as a fluid catalyst cracking manufacturer. He also served as advisor to one of America's largest energy companies in a multi-year restructuring effort. As the U.S. Managing Partner of PwC's U.S. Government practice, he was involved in consulting relationships with U.S. Government contracting energy companies. He maintains his Department of Defense Top Secret Clearance.

L. Heath Sampson is the President and Chief Executive Officer and a director of the Company. Mr. Sampson has served in this role since April 2015. Prior to his appointment as Chief Executive Officer, Mr. Sampson served as Chief Financial Officer and Treasurer of the Company from August 27, 2014. Since April 2015 has served as a Manager on the Board of Managers of Tinuum Group. Mr. Sampson is a National Association of Corporate Directors (NACD) Board Leadership Fellow. He demonstrates his commitment to the highest standards of exemplary board leadership by earning NACD Fellowship — The Gold Standard Director Credential — a continuous program of study that empowers directors with the latest insights, intelligence, and leading boardroom practices. Prior to joining the Company and from 2009 to 2014, he served as Chief Financial Officer of Square Two Financial, a $500 million private equity backed consumer collections company, where he led a corporate restructuring project. From 2007 to 2009, Mr. Sampson served as Chief Financial Officer of First Data Financial Services, a business unit of First Data Corporation, a large-market global SEC registrant, and led strategy development for the $2.5 billion business unit with over 15,000 employees. From 2005 to 2007, he served First Data Corporation as the business unit Chief Financial Officer for both the innovative payments and integrated payment systems business units. At First Data Corporation, Mr. Sampson also led corporate restructuring projects and was instrumental in a large solution-based corporate turnaround sales effort. He was also employed by Arthur Andersen LLC from the mid-1990s until the early 2000s. During his time at Arthur Andersen LLP, Mr. Sampson served as a manager of audit services and a senior manager of business and risk consulting. Mr. Sampson holds a Bachelor of business administration-accounting and Masters of accountancy from the University of Denver.
Director Qualifications:
Leadership Experience - President and Chief Executive Officer of the Company; former Chief Financial Officer of the Company, Square Two Financial and multiple business units of First Data Corporation including First Data Financial Services; former manager of audit services and former senior manager of business and risk consulting at Arthur Andersen LLP.
Industry Experience - President and Chief Executive Officer and former Chief Financial Officer of the Company.
Finance Experience - former Chief Financial Officer of the Company; former Chief Financial Officer of Square Two Financial and multiple business units of First Data Corporation including First Data Financial Services; former manager of audit services and former senior manager of business and risk consulting at Arthur Andersen LLP; Bachelor of business administration-accounting and Masters of accountancy from the University of Denver.


J. Taylor Simonton has served as a director of the Company since 2014 and has over 46 years of experience in financial accounting and auditing. Since October 2013, Mr. Simonton has been a director of Escalera Resources Co. f/k/a Double Eagle Petroleum (OTC: ESCRQ), a developer of natural gas and crude oil properties in the Rocky Mountain region. He currently serves Escalera Resources as the Audit Committee Chair and a member of the Compensation and Nominating and Governance Committees. From September 2008 to July 2015, Mr. Simonton was a director of Crossroads Capital, Inc. f/k/a BDCA Venture, Inc. (formerly NASDAQ: XRDC), a business development company and closed-end mutual fund. He served Crossroads Capital as the Lead Director, Chair of the Audit Committee and as a member of the Nominating & Governance, Compensation and Valuation Committees and also served as the Chair of the Valuation Committee from 2008 to 2011. Mr. Simonton served as a director and Chair of the Audit Committee for Zynex, Inc. (OTC: ZYXI) from October 2008 to January 2014. He served as a director, Chair of the Audit Committee (2005-2009), and a member of the Nominating and Governance Committee of Red Robin Gourmet Burgers, Inc. (NASDAQ: RRGB) from September 2005 to May 2013. Mr. Simonton was a member of the Board of Directors of the Colorado Chapter of the National Association of Corporate Directors (“NACD”) from September 2005 to July 2015, serving at various times as the Chairman, President, Treasurer and Publicity Chair/Editor. Mr. Simonton is a Board Leadership Fellow, the highest director credential of NACD. He is a member of the American Institute of CPAs and Colorado Society of CPAs. For 35 years, Mr. Simonton served at PwC, including 23 years as an Assurance Partner and seven years in the firm’s SEC Department of its National Professional Services Group, four of which were international. Mr. Simonton received a B.S. degree in accounting from the University of Tennessee and is a CPA.
Director Qualifications:

Leadership Experience - Director and Chair of the Audit Committee of Escalera Resources Co.; previously Lead Director, Chair of the Audit Committee of Crossroads Capital, Inc., Director and Chair of the Audit Committee for Zynex, Inc., Red Robin Gourmet Burgers, Inc., and one other public company; Chairman, President, and Treasurer of the Board of Directors of the Colorado Chapter of NACD; Board Leadership Fellow, the highest director credential of NACD; and Colorado 2014 Outstanding Public Company Director, as awarded by the Denver Business Journal and NACD-Colorado.
Industry Experience - Varied experience throughout the years in the industry and as director of Escalera Resources Co., a developer of natural gas and crude oil properties in the Rocky Mountain region.
Finance Experience - Extensive and varied experience for over 46 years in financial accounting and auditing, including 35 years at PwC. He possesses a CPA and is member of the American Institute of CPAs and Colorado Society of CPAs.

Director Independence
OurCurrently our current Boarddirectors consists of six independent directors, as defined in NASDAQ Marketplace Rule 4200(a)(15)under the applicable Nasdaq listing standards (J. Taylor Simonton, Richard Campbell-Breeden, Carol Eicher, Gilbert Li, Julian McIntyre, and L. Spencer Wells). In our fiscal year 2017, all directors other thanThe Board has also determined that Laurie Bergman is independent, as defined under the applicable Nasdaq listing standards. The Board determined that Mr. Sampson qualifiedBlank is not independent due to his affiliation with the Community Fund, as "independent directors.described below under "Related Person Transactions." The Board considered Mr. McIntyre's prior employment with Arq, which terminated upon him becoming a director of the Company and determined that it would not impair Mr. McIntyre's independence under the applicable SEC and Nasdaq rules.
The Board maintains audit, compensation, and nominating and governance committees, each of which was at all times during 2022, is currently comprised and iswill be comprised as of the Annual Meeting and thereafter solely of independent directors. The charterdirectors under applicable independence standards of each committee is available on our website at www.advancedemissionssolutions.com under the "Leadership & Governance" section of "ADES Investors."

Nasdaq listing rules.
Board and Committee Meetings and CommitteesAttendance at Meeting of Stockholders
OurThe Board is responsible for establishing broad corporate policiescurrently has three committees: the Audit Committee, the Compensation Committee, the Nominating 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’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.

Governance Committee.
The Board met 1519 times in 2017.2022. At each of the Board meetings, the independent directors then serving on the Board were polled to determine if they believed an "executive session" was needed. In 2017,2022, the Board or Committees held foureight executive sessions of independent directors only where management of the Company was excluded. The Audit Committee met nineeight times in 2017.2022. The Compensation Committee met four times in 2017.2022. The Nominating and Governance Committee met five times in 2017.2022. All of the incumbent directors were present forattended more than 75% of the meetings of the Board and the committees of which they were members.members during 2022.

OurDirectors are expected to attend all Board is currently comprised of seven members--the five currentand respective Committee meetings. In addition, directors nominated for re-election at thisare expected to make their best efforts to attend the Company's annual meeting and A. Bradley Gabbard and Derek C. Johnson. Messrs. Gabbard and Johnson have chosen not to stand for re-election to the Board at the annual meeting. Accordingly, as permitted by our bylaws, the Board has reduced the size of the board from seven members to five members, effective asstockholders either in person or telephonically. All four then incumbent directors attended last year's Annual Meeting of the date of the annual meeting.


Stockholders.
Stockholder Communications to Directors
Any stockholder or any other interested party may communicate directly with the Board (or any individual director)director or Chair of the Board) by writing to the ChairmanChair of the Board, Advanced Emissions Solutions, Inc., 640 Plaza Drive, Suite 270 Highlands Ranch,8051 E. Maplewood Ave., Ste. 210 Greenwood Village, Colorado 8012980111 or by emailing the Board through the "Contact the Board" link"Contact" page on our website at www.advancedemissionssolutions.com.www.advancedemissionssolutions.com. Any such communication should state the number of shares owned of record or beneficially owned by the stockholder making the communication. Provided that such communication addresses a legitimate business issue, the Company or the ChairmanChair will forward the stockholder's communication to the appropriate director. For any communication relating to accounting, auditing or fraud, such communication will be forwarded promptly to the ChairmanChair of the Audit Committee.

Code of Ethics
We have adopted a Code of Ethics and Business Conduct that includes a code of ethics as defined in Item 406(b) of SEC Regulation S-K. Our Code of Ethics and Business Conduct incorporates our Insider Trading Policy, which applies to our officers, directors, and employees, including the principal executive officer, principal financial officer, principal accounting officer or controller or other persons performing similar functions. A copy of our Code of Ethics and Business Conduct is available on our website at www.advancedemissionssolutions.com. We intend to disclose any amendments to our Code of Ethics and Business Conduct, or waivers of such provisions granted to executive officers and directors, on our website.

website in accordance with, and to the extent required by, the SEC and Nasdaq rules. Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.
Board Leadership Structure and Role in Risk Oversight
We have a policy of keeping the roles of Chief Executive Officer and ChairmanChair 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, whichwhose position is a position being more heavily oriented towards day-to-day management, whileand the Chairman functionsChair, whose role 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.

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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'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.
Our Board receives quarterly updates from our CEO and other members of executive management regarding enterprise risks, including operation, financial, legal and regulatory and strategic. These risks are evaluated on a short-term, intermediary and long-term basis. Management has a systemic and integrated approach to overall risk management that includes the identification of risks and mitigation plans.
The Board has designated the Audit Committee to take the lead in overseeingoversee risk management, and the Audit Committee periodically reports to the Board regarding briefings provided by management and advisors, as well as the Audit Committee’sits 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.

Audit Committee
Our Board has appointed an Audit Committee established in accordance with Section 3(a)(58)(A)currently consisting of Messrs. Simonton and Wells and Ms. Eicher. Mr. Simonton currently serves as the Chair of the Securities Exchange ActAudit Committee. Mr. Simonton has resigned from the Board and will no longer be a member of 1934,the Audit Committee, effective as amended (the “Exchange Act”). For 2017, our Board appointed Messrs. Simonton, Johnson, and Pate to serveof 8 am (Mountain Time) on the date of the Annual Meeting (the "Effective Time"). Ms. Bergman has been appointed to fill his vacancy on the Board and as Audit Committee.Committee Chair effective as of the Effective Time. Our Board determined that Mr.Messrs. Simonton and Mr. PateWells and Ms. Bergman and Eicher are each an "audit committee financial expert." Each Audit Committee member, including Ms. Bergman, is “independent” as that term is used in"independent" under the listing requirements forapplicable independence standards of the NASDAQSEC and Nasdaq Stock Market, including heightened independent standards applicable to audit committee members, and a brief listing of histheir relevant experience is stated in histheir 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’s Board and most recently amended on August 11, 2016.Charter. 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
▪Reviewing and assessing the Audit Committee Charter annually; overseeing
▪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
▪Overseeing the Company’sCompany's processes to identify and manage business and financial risk; appointing,
▪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
▪Taking other appropriate action to overseeevaluate the independence of the outside auditors; reviewing
▪Reviewing and considering the matters identified in Auditing Standard No. 1301 adopted by the Public Company Accounting Oversight Board (“PCAOB”("PCAOB") professional auditing standards with the outside auditors and management; reviewing
▪Reviewing and discussing the Company’sCompany's financial statements and report on internal control with the outside auditors and management; reviewingauditors;
▪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
▪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.
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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 has a written charter, a copy of which is available on our website at www.advancedemissionssolutions.com under the "Leadership & Governance" section of "ADES Investors." Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.
Compensation Committee
For 2017, ourOur Board has appointed a Compensation Committee currently consisting of Ms. Eicher and Messrs. Li Pate, and Simonton.Wells. Mr. PateWells currently serves as the chairpersonChair of the Compensation Committee. The responsibilities of the Compensation Committee, as

set forth in the Compensation Committee Charter, include reviewing our executive compensation programs to analyze their alignment with attracting, retaining and motivating our executive officers to achieve our business objectives; establishing annual and long-term performance goals for our executive officers and evaluating their performance in light of such goals; reviewing, approving and, when appropriate, making recommendations concerning our long-term incentive plans; reviewing and making recommendations regarding stockholder proposals related to compensation; and administering our equity-based and employee benefit plans.
Each year, the Compensation Committee reviews, modifies (if necessary), and approves the goals and objectives relevant to the compensation of the Chief Executive Officer and the other Named Executive Officers, as well as the executive compensation program as a whole, including performance goals for the annual cash incentive program, if applicable, and long-term equity awards. In addition, the Compensation Committee is responsible for reviewing the performance of the Chief Executive Officer within the framework of our executive compensation goals and objectives. Based on this evaluation, the Compensation Committee sets the compensation of the Chief Executive Officer. See “Executive Compensation”"Executive Compensation" below for additional information.
The Compensation Committee has a written charter, a copy of which is available on our website at www.advancedemissionssolutions.com under the "Leadership & Governance" section of "ADES Investors." Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.
Nominating and Governance Committee
For 2017, ourOur Board has appointed a Nominating and Governance Committee currently consisting of Ms. Eicher and Messrs. Johnson, Li and Simonton. Mr. Johnson servedMs. Eicher currently serves as the chairmanChair of the Nominating and Governance Committee. Mr. Simonton has resigned from the Board and will no longer be a member of the Nominating and Governance Committee, effective as of the Effective Time. Ms. Bergman has been appointed to fill his vacancy on the Board and as a member of the Nominating and Governance Committee effective as of the Effective Time.
The responsibilities of the Nominating and Governance Committee includeinclude:
▪Reviewing and recommending to the numberBoard the size and composition of directors to serve on the Board; selecting
▪Identifying and recommending director nominees for election to the Board; reviewing
▪Reviewing non-management director compensation and benefits; submittingcompensation;
▪Submitting the same to the entire Board for approval; overseeing
▪Overseeing the annual self-evaluation of the Board and its committees; recommendingBoard;
▪Recommending the structure and composition of Board committees to the entire Board for approval; monitoring
▪Monitoring in conjunction with the Audit Committee compliance with our Code of Ethics and Business Conduct; granting
▪Approving any waivers thereto with respect to directors and executive officers; recommending
▪Recommending individuals to serve as ChairpersonChair of the Board and periodic review of the Chief Executive Officer; and reviewing
▪Reviewing the Chief Executive Officer’sOfficer's recommendations for individuals to serve as executive officers and analyzing and recommending such persons to the Board.

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Criteria established for the selection of candidates for the Board include:

a.An understanding of business and financial affairs and the complexities of an organization that operates as a public company;
b.A genuine interest in representing all of our stockholders and the interests of the Company overall;
c.A willingness and ability to spend the necessary time required to function effectively as a director;
d.An open-minded approach to matters and the resolve and ability to independently analyze matters presented for consideration;
e.A reputation for honesty and integrity that is above reproach;
f.Any qualifications required of independent directors by the NASDAQ Stock Market and applicable law; and
g.As to any candidate who is an incumbent director (who continues to be otherwise qualified), the extent to which the continuing service of such person would promote stability and continuity amongst the Board as a result of such person’s familiarity and insight into the Company’s affairs, and such person’s prior demonstrated ability to work with the Board as a collective body.
Director nominees are generally identified by our directors, stockholders, officers or officersthird party search firm 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. The Board assesses its effectiveness in this regard as part of the annual board and director evaluation process.
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 2018 Annual Meeting2024 annual meeting of Stockholdersstockholders may be submitted to the Nominating and Governance Committee in care of Greg P. Marken, Chief Financial OfficerClay Smith, General Counsel and Secretary, at 640 Plaza Drive, Suite 270, Highlands Ranch,8051 E. Maplewood Ave., Ste. 210, Greenwood Village, Colorado 8012980111 no later than December 28, 2018.31, 2023. The Nominating and Governance Committee evaluates nominees recommended by stockholders using substantially the same criteria it uses to evaluate all other candidates.


The Nominating and Governance Committee has a written charter, a copy of which is available on our website at www.advancedemissionssolutions.com under the "Leadership & Governance" section of "ADES Investors." Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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Messrs. Li, Pate,

RELATED PERSON TRANSACTIONS
The charter of our Audit Committee requires all related person transactions to be reviewed and Simonton servedapproved by the Audit Committee. A related person transaction is, defined as membersany transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness), or any series of similar transactions, arrangements, or relationships, in which (a) the Company’s Compensation Committee during allaggregate amount involved will or may be expected to exceed $120,000, (b) the Company is a participant, and (c) any Related Person has or will have a direct or indirect material interest (other than solely as a result of the fiscal year ended December 31, 2017. No current memberbeing a director or trustee (or any similar position) or a less than 10 percent beneficial owner of the Compensation Committeeanother entity). A "Related Person" is any (a) person who is an executive officer, director, or was an officernominee for election as a director of the Company, (b) greater than five percent beneficial owner of our outstanding common stock, or (c) Immediate Family Member of any of its subsidiariesthe foregoing. An "Immediate Family Member" is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or hadsister-in-law, and any person (other than a relationship requiringtenant or employee) sharing the household of a person. We do not have written policies or procedures for related person transactions but rely on the Audit Committee’s exercise of business judgment, consistent with Delaware law, in reviewing such transactions.
Other than transactions described below, there have not been any "related person" transactions that require disclosure under Item 404 of RegulationRegulations S-K. Additionally, no relationships requiring disclosure under Item 407(e)(iii)
In connection with the acquisition of Regulation S-K exists or existed duringArq Limited's subsidiaries ("Arq Acquisition"), the fiscal year ended December 31, 2017.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Review and Approval of Related Party Transactions
Our Board recognizes that related party transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and therefore has adopted a written policy with respect to all related party transactions involving the Company. Under this policy, any related party transaction, as defined (which excludes transactions available to all employees generally and transactions involving less than $5,000), may be consummated or may continue only if:
1.The Audit Committee has approved or ratified such transaction in accordance with the guidelines set forth in the policy and if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party;
2.The transaction has been approved by the disinterested members of the Board; and
3.The compensation with respect to such transaction has been approved by our Compensation Committee.
Management must referCompany appointed three new directors to the Audit Committee all proposed related party transactions at its first regularly scheduled meetingBoard (the "New Directors"), each year. After review, the Audit Committee will approve or disapprove such transactions and at each subsequently scheduled meeting, and management must update the Audit Committee as to any material change to those proposed transactions. If management recommends any additional related party transactions after such meeting, such transactions may be presented to the Audit Committee for approval or preliminarily entered into by management subject to ratification by the Audit Committee. If the Audit Committee does not ratify the transaction, however, management must make all reasonable efforts to cancel or annul such transaction.
Any material related party transaction must be disclosed to our full Board, and management must assure that all related party transactions are approved in accordance with any requirements of our financing or other agreements.
Related Party Transactions
Board of Director Matters
On May 5, 2017, the Board of the Company adopted a Tax Asset Protection Plan (the "TAPP”) in an effort to protect stockholder value by attempting to diminish the risk that the Company’s ability to use its net operating losses and general business credit carry-overs (collectively, the "Tax Attributes") to reduce potential future federal income tax obligations. If the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code, its ability to use the Tax Attributes may be substantially limited, and the timing of the usage of the Tax Attributes could be substantially delayed, which could therefore significantly impair the value of that asset. The TAPP is intended to act as a deterrent to any person acquiring beneficial ownership of 4.99% or more of the Company’s outstanding common stock ("Common Stock") without the approval of the Board. The Board may, in its sole discretion, exempt any person from triggering the shareholder rights described in the TAPP.
Gilbert Li,whom was a director of Arq Limited and is considered a related person as of the Acquisition Date. New Directors included Jeremy Blank, Richard Campbell-Breeden and Julian McIntyre.
Also, on February 1, 2023, the Company isentered into Subscription Agreements (the "Subscription Agreements") with certain persons (the "Subscribers") pursuant to which the Co-FounderSubscribers subscribed for and Managing Partner of Alta Fundamental Advisers, a private investment company ("Alta"). Alta beneficially owned as of March 31, 2018 approximately 6.15% of the Company’s outstanding Common Stock. Alta requested an exemption under the TAPP for the acquisition or ownership of outstanding common stock of the Company (the "Alta Exemption Request") in order to purchase additionalpurchased shares of Common Stock without triggeringfor an aggregate purchase price of approximately $15.4 million and at a price per share of $4.00 (the "PIPE Price Per Share" and such transaction, the shareholder rights described"PIPE Investment"). The securities issued to the Subscribers under the Subscription Agreements were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Rule 506 of Regulation D, which is promulgated thereunder, and Regulations S of the Securities Act. Messrs. Blank, Campbell-Breeden and McIntyre, either individually or through their affiliated entities were Subscribers in the TAPP.PIPE Investment in the amount of $2.5 million, $0.2 million, and $4.8 million, respectively.
On December 4, 2017,August 19, 2022, the Board, with Mr. Li abstaining,Company and CF Global Credit, LP ("CF Global") executed a commitment letter pursuant to which CF Global offered to provide a $10.0 million term loan (the "Term Loan") to the Audit CommitteeCompany, of which $8.5 million was the net proceeds. The proceeds of the Board, approvedTerm Loan are intended to be utilized for the Alta Exemption Requestgeneral corporate purposes of the Company and its subsidiaries.
As a requirement of the related party transaction.
A designeePurchase Agreement, and on February 1, 2023, the Company, as borrower, certain of Arch Coal, Inc. ("Arch") heldits subsidiaries, as guarantors, and CF Global, as administrative agent and lender, entered into the Term Loan upon execution of a Term Loan and Security Agreement. CF Global is an affiliate of one seat on the Company’s Board through June 2017. The appointment of this designee to the Board was made pursuant to a 2003 subscription, as amended pursuant to the Company’s 2:1 stock split in March 2014, and investment agreement with Arch, as amended pursuant to the Company's 2:1 stock split in March 2014, whereby the Company’s management agreed to make available one seat on our Board for an Arch designee and to vote all shares and proxies they are entitled to vote in favor of such designee for so long as Arch continued to hold at least 200,000 shares of the Company's Common Stock. In addition, as required bydirectors, Jeremy Blank, who is Chief Investment Officer of Community Fund. Mr. Blank was appointed on February 1, 2023 in conjunction with the Company'sArq Acquisition and is considered a related party transaction policy,person effective February 1, 2023. Mr. Blank is entitled to a portion of interest and fees given his ownership position in CF Global, which amount has not exceeded $120,000 since the above noted agreements were approved by the Company’s Audit Committee before being recommended to the Board for approval and were then approved by the disinterested membersbeginning of the Board. During thelast completed fiscal year ended December 31, 2012 and through August 2013, Robert E. Shanklin, the Vice President of Coal Technology of Arch servedbut is expected to exceed this amount on the Company's Board. Upon Mr. Shanklin's resignation, from 2013 through 2017, Paul A. Lang, the current President and COO of Arch, served on the Company's Board. In 2017, Arch Coal informed the Company that it no longer held at least 200,000 shares of the Company's Common Stock, and therefore no longer had automatic rights to appoint a director to the Board. Mr. Lang did not stand for re-election to the Board at the Company's 2017 Annual Meeting of Stockholders in June 2017.go-forward basis.

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DIRECTOR COMPENSATION
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 servessuch compensation.
Based on our Board votes on the recommendations forits review of director compensation made bypractices of 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 risks2020 Peer Group (as discussed in more detail on page 30) and other factors relating to director compensation. The last survey review bymarket information, the Nominating and GovernanceCompensation Committee utilizing market data fordid not adjust director compensation from various sources was completedfor 2022. For the Annual Retainer, directors continue to be paid at least 50% in November 2017. Based on the Nominating and Governance Committee’s recommendationform of restricted Common Stock that vest in November 2017, no adjustments have been made to director compensation previously set in May 2016, and the Board re-approved director compensationfour quarterly installments, as described below.

Compensation Component January 1, 2017 - December 31, 2017*
Annual Retainer $147,850, with at least 30% paid in Company stock
Chairman of the Board Retainer $32,500
Chairman of the Audit Committee Retainer $20,000
Chairman of the Compensation Committee Retainer $12,500
Chairman of the Nominating and Governance Committee Retainer $10,000
Compensation Committee Member Service Retainer $10,000
Audit Committee Member Service Retainer $7,500
Nominating and Governance Member Service Retainer $5,000
Board of Managers of Tinuum Group, LLC Service Retainer (non-management Company directors) $20,000

Compensation ComponentJanuary 1, 2022 - December 31, 2022*
Annual Retainer$147,850, with at least 50% paid in restricted stock
Chair of the Board Retainer$32,500 
Chair of the Audit Committee Retainer$20,000 
Chair of the Compensation Committee Retainer$12,500 
Chair of the Nominating and Governance Committee Retainer$10,000 
Compensation Committee Member Service Retainer$10,000 
Audit Committee Member Service Retainer$7,500 
Nominating and Governance Member Service Retainer$5,000 
Board of Managers of Tinuum Group, LLC Service Retainer$20,000 
*Amounts shown are on an annual basis. Unless specified otherwise, all amounts are payable in cash.

All directors also receive reimbursement for reasonable out-of-pocket expenses incurred in connection with meetings of our Board. In addition to the compensation provided under our director compensation program for 2022, each of Ms. Eicher and Messrs. Simonton and Wells earned an additional cash fee of $100,000 in consideration for their enhanced services provided in connection with the Arq Acquisition.
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The following table provides information regarding directorthe compensation of our non-employee directors for the fiscal year ended December 31, 2017:
2022:
Name Fees earned or paid in cash ($) (1) Stock awards ($) (2)(3) Option awards ($) All other compensation Total ($)
A. Bradley Gabbard (4) 123,495
 44,353
 —
 —
 167,848
Derek C. Johnson (4) 100,050
 59,137
 —
 —
 159,187
Gilbert Li (5) 144,369
 —
 —
 —
 144,369
R. Carter Pate 123,495
 44,353
 —
 —
 167,848
J. Taylor Simonton 139,120
 44,353
 —
 —
 183,473
L. Spencer Wells 155,995
 44,353
 —
 —
 200,348
Paul A. Lang (6) 46,664
 —
 —
 —
 46,664
NameFees earned or paid in cash ($) (1)Stock awards ($) (2)(3)Total ($)
Carol Eicher201,425 70,489 271,914 
Gilbert Li88,922 70,489 159,411 
J. Taylor Simonton (4)198,925 70,489 269,414 
L. Spencer Wells246,425 70,489 316,914 
(1) The cash amounts earned by each director are made up of the following amounts:
Name Annual Retainer Annual Committee Chair Retainer Annual Committee Retainer Total ($)
A. Bradley Gabbard (4) 103,495
 —
 20,000
 123,495
Derek C. Johnson (4) 82,550
 7,500
 10,000
 100,050
Gilbert Li (5) 129,369
 —
 15,000
 144,369
R. Carter Pate 103,495
 12,500
 7,500
 123,495
J. Taylor Simonton 103,495
 20,000
 15,625
 139,120
L. Spencer Wells 103,495
 32,500
 20,000
 155,995
Paul A. Lang (6) 39,372
 —
 7,292
 46,664

NameAnnual Retainer ($)Annual Committee Chair Retainer ($)Annual Committee Retainer ($)Other Cash CompensationTotal ($)
Carol Eicher73,925 10,000 17,500 100,000 201,425 
Gilbert Li73,925 — 14,997 — 88,922 
J. Taylor Simonton (4)73,925 20,000 5,000 100,000 198,925 
L. Spencer Wells73,925 45,000 27,500 100,000 246,425 
(2) The grant date fair value of each share of our Common Stockthe restricted shares granted to non-employee directors over their past year of service to usin fiscal 2022 is set forth in the following table and is computed in accordance with FASB ASC Topic 718, based on the closeclosing price per share on the date of determination. There were no forfeitures by directors during fiscal 2017.grant.

Grantee Shares Value Determination Date
Gabbard, Johnson, Pate, Simonton and Wells (6) 25,825
 $236,560
 7/1/2017
GranteesShares (per director)Grant Date Fair Value (per director)Grant Date
Eicher, Li, Simonton and Wells15,159 $70,489 7/1/2022
(3) As of December 31, 2017,2022, our non-employee directors held the following number of shares of unvested restricted stock, which were granted in 2017:2022: Ms. Eicher—7,580, Mr. Gabbard—2,422,Li—7,580, Mr. Johnson—3,228, Mr. Li—0, Mr. Pate—2,422, Mr. Simonton—2,4227,580 and Mr. Wells—2,422.7,580.
(4) Messrs. Gabbard and Johnson haveMr. Simonton has chosen not to stand for re-election at the Annual Meeting and will ceaseceased being directors at that time.
(5)Mr. Li received his annual retainer in cash to ensure Mr. Li did not trigger an "ownership change" as defined in Section 382 of the Internal Revenue Code.
(6) Cash fees and shares issued for services from Mr. Lang were paid or issued to Arch Coal, Inc. Mr. Lang served as a director as of the Company until June 20, 2017.Effective Time.


All directors receive reimbursement for reasonable out-of-pocket expenses incurred in connection with meetings of our Board.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Common Stock

The following table provides information with respect to the beneficial ownership of the Company’sour Common Stock byby: (1) each current director of the Company or director nominee, (2) each named executive officer currently serving the Company, (3) all directors and executive officers as a group, and (4) each person beneficially owning more than 5% of our outstanding Common Stock. We base the share amounts shown on each person’sperson's beneficial ownership as of March 31, 2018,2023, including options exercisable, or shares issuable upon settlement of restricted stock units, within 60 days thereof, unless we indicate some other basis for the share amounts. Percentage ownership is calculated based on 20,923,62332,599,417 shares outstanding as of March 31, 2018,2023, including securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act. For persons beneficially owning more than 5% of our outstanding Common Stock, the Company haswe have used the most recent ownership filings related to the below table. Except as noted below, each of the persons named below has sole voting and investment power for the respective shares.
Name (1) Current Shares Beneficially Owned (1) Percent of Shares Beneficially Owned
A. Bradley Gabbard (2) 34,480
 *
Ron Hanson 35,091
 *
Derek C. Johnson (2) 47,000
 *
Gilbert Li (3) 1,286,334
 6.15%
Greg P. Marken 46,629
 *
R. Carter Pate 11,054
 *
L. Heath Sampson (4) 636,941
 2.99%
Ted J. Sanders 26,580
 *
J. Taylor Simonton (5) 27,109
 *
Sharon M. Sjostrom 66,506
 *
L. Spencer Wells (6) 27,065
 *
Group Total    
All Directors and Executive Officers as a Group (11 persons) 1,839,457
 10.52%
Certain Other Owners:    
BlackRock, Inc. (7) 4,164,562
 19.90%
Apollo Global Management, LLC (8) 2,052,794
 9.81%
Franklin Resources, Inc. (9) 1,724,209
 8.24%
Greywolf Event Driven Master Fund (10) 1,239,210
 5.92%

Named Executive Officers, Directors and Director Nominees (1)
Current Shares Beneficially Owned (1)
Percent of Shares Beneficially Owned
Laurie Bergman— *
Jeremy Blank (2)
1,898,658 5.82 %
Richard Campbell-Breeden(3)
149,940 *
Carol Eicher44,808 *
Morgan Fields65,920 *
Gilbert Li (4)
2,006,972 6.16 %
Greg P. Marken186,416 *
Julian McIntyre (5)
2,656,933 8.15 %
J. Taylor Simonton65,821 *
L. Spencer Wells65,777 *
Joe M. Wong81,913 *
All Directors and Executive Officers as a Group (11 persons)7,223,158 22.16 %
5% Shareholders:
Alta Fundamental Advisers LLC(5)
2,006,972 6.16 %
Allard Services Limited(6)
2,636,370 8.09 %
YGF 100 LP(2)
1,855,388 5.69 %
* Less than 1%
(1)Except as otherwise noted and for shares held by a spouse and other members of the person's immediate family who share a household with the named person, the named persons have sole voting and investment power over the indicated shares. This column also includes shares held in trust that are beneficially owned. Beneficial ownership of some or all of the shares listed may be disclaimed.
(2)
Our current directors, Messrs. Gabbard and Johnson have chosen not to stand for re-election to the Board at the annual meeting. 
(3)Based on a Form 4 filed for Alta Fundamental Advisers LLC on December 15, 2017 with the SEC reporting beneficial ownership as of that date. Alta Fundamental Advisers LLC has sole voting power over 1,286,334 shares and sole dispositive power over 1,286,334 shares. Alta Fundamental Advisers LLC's address is 777 Third Avenue, Suite 19A, New York, NY. Mr. Li, a member of the Board of Directors, is also a Manager of Alta Fundamental Advisers LLC and has dispositive powers.
(4) Includes 385,332(1)     Except as otherwise noted and for shares held by a spouse and other members of the person's immediate family who share a household with the named person, the named persons have sole voting and investment power over the indicated shares. This column also includes shares held in trust that are beneficially owned. Beneficial ownership of some or all of the shares listed may be disclaimed. The address of each of our executive officers and directors is 8051 E. Maplewood Ave., Ste. 210, Greenwood Village, CO 80111.
(2)    Mr. Blank reported being the beneficial owner of 1,898,658 shares, of which 1,855,388 shares are held by YGF 100 LP ("YGF") and 43,270 shares are held by Community SPV GP LP. Mr. Blank is the ultimate control person of YGF and is an investor in YGF; therefore he is an indirect beneficial owner of a portion of these shares. Further, Mr. Blank is the ultimate control person of Community SPV GP LP. Mr. Blank is an investor in Community SPV GP LP and therefore is an indirect beneficial owner of a portion of these shares. Mr. Blank disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Included in the amount beneficially owned was 760,823 shares of common stock issuable upon conversion of the preferred stock, which is convertible upon shareholder approval and is being voted on at the Annual Meeting. Also included in the amount beneficial owned are 9,839 shares representing those shares issued pursuant to the dividend declaration that Mr. Sampson has the right to acquire within 60 days ofoccurred on March 31, 2018, upon2023 with a record date of April 14, 2023.
23

(3) Mr. Campbell-Breeden reporting being the exercisebeneficial owner of stock options.
(5) Includes 10,000149,940 shares, of which 142,542 shares are held by Omeshorn Holdings Ltd. Mr. Campbell-Breeden is a director of Omeshorn Holdings Ltd. and therefore is an indirect beneficial owner of the securities reported herein. Included in the amount beneficially owned was 52,038 shares of common stock issuable upon conversion of the preferred stock, which is convertible upon shareholder approval and is being voted on at the Annual Meeting. Also included in the amount beneficial owned are 673 shares representing those shares issued pursuant to the dividend declaration that Mr. Simonton has the right to acquire within 60 days ofoccurred on March 31, 2018, upon2023 with a record date of April 14, 2023.
(4) Alta Fundamental Advisers LLC ("Alta") and Alta Fundamental Advisers SP LLC report being the exercisebeneficial owner of stock options.2,006,972 shares that are directly held by their clients, funds, and affiliates (the "Accounts") that are managed by Alta. Mr. Li, a director of the Company, is a Managing Partner of Alta. In addition, Mr. Li is an investor in one or more of these Accounts and therefore is an indirect beneficial owner of a portion of these shares. Alta and Mr. Li disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. Alta's address is 1500 Broadway, Suite 704, New York, NY 10036.

(6) Includes 10,000(5) Mr. McIntyre reported being the beneficial owner of 2,656,933 shares, of which 2,636,370 shares are held by Allard Services Limited and 20,563 shares are held by Stannard Limited. Mr. McIntyre controls Allard Services Limited and therefore is an indirect beneficial owner of the securities reported herein. Further, Mr. McIntyre's spouse controls Stannard Limited and therefore Mr. McIntyre may be deemed to be an indirect beneficial owner of the securities reported herein. Included in the amount beneficially owned was 778,061 shares of common stock issuable upon conversion of the preferred stock, which is convertible upon shareholder approval and is being voted on at the Annual Meeting. Also included in the amount beneficial owned are 10,062 shares representing those shares issued pursuant to the dividend declaration that Mr. Wells has the right to acquire within 60 days ofoccurred on March 31, 2018, upon the exercise2023 with a record date of stock options.
(7)Based on schedule 13G/A filed by BlackRock, Inc. on January 19, 2018 with the SEC reporting beneficial ownership as of December 31, 2017. BlackRock, Inc. has sole voting power over 4,162,655 shares and sole dispositive power over 4,164,562 shares. BlackRock, Inc.'s address is 55 East 52nd Street, New York, NY.
(8)Based on schedule 13G filed by Apollo Management Holdings GP, LLC on February 12, 2018 with the SEC reporting beneficial ownership as of December 31, 2017. Apollo Management Holdings GP, LLC has shared voting power over 1,171,480 shares and share dispositive power over 1,171,480 shares. Additionally, based on schedule 13F filed by Apollo Management Holdings, L.P. on February 14, 2018 with the SEC reporting beneficial ownership as of December 31, 2017. Apollo Management Holdings, L.P. has sole voting power over 881,314 shares and sole dispositive power over 881,314 shares. Both Apollo Management Holdings GP, LLC and Apollo Management Holdings, L.P. are managed by Apollo Global Management, LLC (8) and located at 9 W. 57th Street, New York, NY 10019.
(9) Based on schedule 13F filed by Franklin Resources, Inc. on FebruaryApril 14, 2018 with the SEC reporting beneficial ownership as of December 31, 2017. Franklin Resources, 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 07078.2023.
(10) Based on schedule 13G/A filed by Greywolf Event Driven Master Fund on February 14, 2018 with the SEC reporting beneficial ownership as of December 31, 2017. Greywolf Event Driven Master Fund has shared voting power over 1,239,210 shares and shared dispositive power over 1,239,210 shares. Greywolf Event Driven Master Fund's address is 4 Manhattanville Road, Suite 201, Purchase, NY.
24
Restricted Stock Awards
Restricted stock awards ("RSA's") represent restricted shares of our Common Stock that will become unrestricted based upon vesting, subject to risk of forfeiture and cancellation. RSA's do not have voting rights, however, for those RSA's issued prior to January 1, 2017, they are entitled to receive cash payments equal to any cash dividends and other distributions, if and when declared, on our Common Stock. The RSA awards vest pursuant to dates established by their corresponding RSA agreement.


PROPOSAL TWO

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY'S COMPENSATION PAID TO COMPANY'S NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act, we are seeking a non-binding advisory vote onto approve the compensation of named executive officers as disclosed in the section of this Proxy Statement titled "Executive Compensation." Although this vote is advisory and is not binding on the Company, the Compensation Committee of the Board will take into account the outcome of the vote when considering future executive compensation decisions. We believe that our compensation philosophy and practices are consistent with market practices, designed to retain key executives and reward company performance, and aligned with long-term stockholder interests. This proposal will be deemed approved, on a non-binding advisory basis, if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.
The Board proposes the following resolution for approval by the stockholders:
RESOLVED, that the stockholders approve the compensation of the Company’sCompany's named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the Compensation Discussion and Analysis, the compensation tables and related narrative discussion).
The Board currently has a policy of holding advisory votes to approve executive compensation every year and currently expects the next advisory vote to approve executive compensation following the 2023 annual meeting to be held at the 2024 annual meeting.
Board Recommendation
Our Board recommends a vote “"FOR”" the proposal to approve, on an advisory basis, the Company’sCompany's compensation paid to named executive officers.



25


Executive Officers of the Company
The following table sets forth certain information about our named executive officers as of the date of this Proxy Statement:
NameAgePosition
Greg P. Marken41President, Chief Executive Officer and Treasurer
NameMorgan FieldsAge42PositionChief Accounting Officer
L. Heath SampsonJoe M. Wong4762President, Chief ExecutiveTechnology Officer and Director
Sharon M. Sjostrom51Chief Product Officer
Greg P. Marken36Chief Financial Officer, Treasurer and Secretary
Ronald Hanson47Senior Vice President of Operations
Ted J. Sanders41General Counsel
All officers hold office until their successors are appointed, or until their earlier death, resignation or removal. The specific experience, qualifications and background of each current executive officer isare as follows:
L. Heath Sampson is the President and Chief Executive Officer of the Company. See Mr. Sampson's specific experience, qualifications and background in the "Directors of the Company" section above.
Sharon M. Sjostrom has served as Chief Product Officer since July 2015, our Chief Technology Officer from January 2011 to July 2015 and as Vice President of Technology from January 2007 to December 2010. Previously she served the Company as director, technology development since 2003 when we acquired her company EMC Engineering, LLC, an engineering services company, where she served as President since 2002. Ms. Sjostrom has a B.S. in mechanical engineering from Colorado State University, an M.S. in mechanical engineering from the California Institute of Technology and an Executive M.B.A. from the University of Denver.
Greg P. Marken has served as Chief Financial Officer and Treasurer since March 1, 2018. Previously, he was our Chief Accounting Officer, a position he held from June 2016 until his appointment as our Chief Financial Officer. Mr. Marken has served as our Secretary since August 2016. Mr. Marken joined ADES in January 2015 as the director of SEC reporting and technical accounting, playing a key role in the Company's re-audit and restatement project to bring the Company current with its required regulatory filings. Prior to joining ADES, Mr. Marken held various positions, including Senior Manager, assurance services, at Ernst & Young, LLP from 2005 through 2015. He received his BBA in accounting and MS in finance from Texas A&M University. Mr. Marken is a CPA.
Ronald Hansen has served as Senior Vice President of Operations of the Company since June 2016. Mr. Hanson, joined the Company in 2011 and has served in various roles prior to his current position, including Vice President of Operations and Delivery, leading teams of project managers, engineers, designers, procurement and material logistics to deliver our wide range of advanced solutions for the coal-fired power industry. He has more than 23 years of experience in the industry. While at the Company, he also designed and built a patented (U.S. 9,017,452 B2) dense phase carbon injection system for mercury control in a baghouse/dry scrubber system for coal-fired power plants. Before joining the Company in 2011, Mr. Hanson held engineering and management roles over the span of 17 years at Dynamic Air, a company that specializes in material handling solutions for process and manufacturing industries. Mr. Hanson earned his B.S. degree in mechanical engineering from North Dakota State University.

Ted J. Sanders has served as our General Counsel since February 2017. Since joining ADES in 2012, Ted has served in various roles including providing counsel on a wide range of corporate legal matters, and helped develop the company’s intellectual property portfolio from 14 to 40 domestic and international patents. Prior to joining ADES, Ted was in private practice focusing on corporate and litigation matters. Prior to law school, Ted was a research and development engineer for the Ford Motor Company and the Hyundai-Kia America Technical Center, focusing on noise and vibration mitigation. Ted earned his Juris Doctorate with a concentration in intellectual property from the University of San Diego School of Law. He earned his B.S. in mechanical engineering degree from Case Western Reserve University.


EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee has reviewed and discussed with the Company’s management the Company’s Compensation Discussion and Analysis for the fiscal year ended December 31, 2017.
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, 2017 be included in this Proxy Statement for filing with the SEC.
Respectfully submitted,
Greg P. Marken
Marken_2908.jpg
President, Chief Executive Officer and Treasurer
Business Experience:
Greg P. Marken has been the President, Chief Executive Officer and Treasurer of ADES since July 2020. Prior to his appointment as President and Chief Executive Officer, Mr. Marken served as the Chief Financial Officer, Treasurer and Secretary from March 2018 through June 2020. He also has previously served as the Company's Chief Accounting Officer and various other roles with the Company. Mr. Marken also serves as a Manager and Officer of ADES subsidiaries. Mr. Marken has over 15 years of experience related to leadership of various teams.

Prior to joining ADES, Mr. Marken was a Senior Manager in the assurance practice at Ernst & Young, LLP in both Dallas and Denver, where he served a variety of public and private clients.

Education:
Mr. Marken holds a Bachelor’s degree in Accounting and Master’s degree in Finance from Texas A&M University. Mr. Marken has a CPA license in Texas and Colorado and is a member of the AICPA and the Colorado Society of CPAs.
The Compensation Committee:R. Carter Pate, Chairperson
Gilbert Li
J. Taylor Simonton

Morgan Fields
Fields 1.jpg
Chief Accounting Officer
Business Experience:
Ms. Fields served as VP of Accounting of ADES from March 1, 2021 to August 12, 2021, when the Board appointed Ms. Fields as Chief Accounting Officer. Ms. Fields has consulted with the Company on various projects since 2019, including assisting with system implementations and oversight of internal control over financial reporting framework. Prior to working with the Company, Ms. Fields' career included being the Director of Accounting for Cerapedics, Inc., a biotechnology company, from 2018 to 2019 and the Chief Accounting Officer for Rezolute, Inc. (RZLT), a biopharmaceutical company, from 2014 to 2018. Before that, she held various other accounting and finance roles, including Assurance Director, with RSM US LLP. Ms. Fields has over 15 years of accounting and consulting experience serving a variety of companies and industries.
Education:
Ms. Fields holds a Bachelors and Masters of Accounting from the University of Northern Iowa.
COMPENSATION DISCUSSION AND ANALYSIS
26


Joe M. Wong
Wong-1 (2).jpg
Chief Technology Officer
Business Experience:
Mr. Wong has over 35 years of industrial leadership experience in research & development, product development and business growth in specialty materials. Prior to joining ADES as Chief Technology Officer in 2018, Mr. Wong served as the Chief Technology Officer for ADA Carbon Solutions, a subsidiary of ADES, from 2012 to 2018 and VP of Technology from 2011 to 2012. Before ADA Carbon Solutions, Mr. Wong worked for three years in private consulting, preceded by 21 years with MeadWestvaco Corporation in senior leadership positions for the Specialty Chemicals and Research & Development sectors.

Education:
Mr. Wong holds a PhD in Chemical Engineering from the University of Texas.
27

EXECUTIVE COMPENSATION
In this Compensation Discussion and Analysis,section, 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. Our Compensation Committee is charged with establishing the Company’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 Compensation Committee has the sole authority to engage and compensate a compensation adviser and for compensation for the years 2013-2015 engaged and used Longnecker & Associates (“Longnecker”) to advise the Company. Based on disclosures made by Longnecker, the Compensation Committee determined that Longnecker meets the independence criteria of Rule 10C-1 of the Exchange Act. Longnecker does not provide any other services to the Company.

In 2014 and 2015, Longnecker advised the Company on:
selection of a peer group of companies for purposes of analyzing and comparing executive compensation data and benchmarking Company performance;
executive officer base salaries and incentive compensation for 2013, 2014 and 2015;
development of STIP (defined below) metrics for 2013, 2014 and 2015; and
the compensation aspects of employment agreement terms for our executive officers, as described below.

For compensation awarded in 2016, in addition to extensive communications among its members, the Compensation Committee reviewed market compensation analysis provided by Longnecker for prior years and recommendations made by the Company’s management, which recommendations were based on market research conducted by the Company’s management and feedback from non-management directors.

Compensation awarded in 2017 and 2018 was based on recommendations of the Company's management for performance, experience and retention and was supported by generally available market data compiled by an executive compensation consulting firm other than Longnecker.

Overview - Executive compensation philosophy

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:

Supports our Company’s vision, mission, strategy, and values to generate profitability and sustained growth in the long-term best interests of our stockholders;

Aligns executive compensation with measures of performance tied to the strategic and operational performance of the business and stockholder returns;
Rewards executives on the basis of merit for individually and collectively achieving a leadership culture, innovation and excellence within the Company, and delivering sustained high performance to the Company, taking into consideration each executive’s qualifications, level of responsibility and contribution to the Company’s long term performance;
Encourages competency-building by linking career development, performance management and compensation rewards;
Attracts and retains the best executive talent and a highly qualified diverse workforce within a non-discriminatory, merit-based compensation program; and
Uses external compensation data to benchmark comparable positions in similar industries and companies within our geographical region as one key factor in establishing the competitiveness of our executive salaries, incentives and benefits.
Our Compensation Committee has made incentive cash bonuses and long term equity incentive awards consistent with the EC Philosophy 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 Company’s EC Philosophy is based on balanced performance metrics that promote disciplined progress towards long-term Company goals in addition to the short-term health of the organization;
We do not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company value; and
The Company’s compensation programs are weighted towards offering long-term incentives.
Because of these factors, we believe that our compensation policies and practices, both for our employees and our executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

The Company provides its stockholders with the opportunity to cast an advisory vote on annual executive compensation (a “say-on-pay proposal”). At the Company’s Annual Meeting in 2017, approximately 90.8% of the votes cast on the say-on-pay advisory vote regarding the executive compensation for the fiscal year ended December 31, 2016 were in favor of2022. We are a "smaller reporting company" and the proposal, whichfollowing compensation disclosures are intended to comply with the scaled disclosure requirements applicable to smaller reporting companies. Although the rules allow us to provide less detail about our executive compensation program, our Compensation Committee reviewed in assessingis committed to providing the information necessary to help stockholders understand our executive compensation-related decisions. Accordingly, this section includes supplemental narratives that describe the 2022 executive compensation program for the fiscal year ended December 31, 2017. Proposal 2 included in the Proxy Statement is a say-on-pay advisory vote regarding the executive compensation for the fiscal year ended December 31, 2017 as described in this Proxy Statement. The Compensation Committee will continue to consider the results of the Company’s say-on-pay votes when making future compensation decisions for the Company’s executive officers, includingour named executive officers.
Compensation of Named Executive Officers
The Company's named executive officers ("NEOs") for 20172022 were:
NameAgePositions
Greg P. Marken41President, Chief Executive Officer and Treasurer
Morgan Fields42Chief Accounting Officer
Joe M. Wong62Chief Technology Officer
NameAgePositions
L. Heath Sampson47President and Chief Executive Officer
Sharon M. Sjostrom51Chief Product Officer
Greg P. Marken (1)36Chief Financial Officer, Treasurer and Secretary
Ronald Hanson47Senior Vice President of Operations of ADA-ES, Inc.
Ted J. Sanders41General Counsel

(1) On March 1, 2018, Mr. Marken was appointed the Chief Financial Officer and Treasurer of the Company. Prior to that date he was the Company's Chief Accounting Officer and Secretary.

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. Executive compensation is designed to reward performance in a straightforward and transparent manner.


Base Salaries
Base salary is defined as ongoing, cash compensation paid bi-weekly based on such factors as job responsibilities, external competitiveness, and the individual’s experience and performance. Pay ranges have been set based on the market where the Company competes for similar positions, with consideration given for employees serving similar functions in comparable companies. Base salary is typically increased annually based on performance and cost of labor/living increases. With the use of market data, the Compensation Committee considers the size of and whether to grant merit increases based on data from comparable companies, as well as review of an officer's annual performance and meeting of objectives. The Company attempts to ensure middle market pay for solid performers and to consider higher levels of pay for outstanding performers. The Company does not intend to be a market leader in base compensation.
On April 24, 2015, the Compensation Committee approved an increase in Mr. Sampson’s base salary to $500,000 effective April 1, 2015 given his promotion to President and Chief Executive Officer (in addition to his continued role as Chief Financial Officer until Mr. Gabbard’s appointment as Chief Financial Officer in June 2015) based on the Compensation Committee’s review of market data and recommendation from Longnecker.
Effective July 1, 2015, the Compensation Committee approved an increase in Ms. Sjostrom's base salary to $285,000 given her promotion to Chief Product Officer based on the Compensation Committee's review of market data and recommendation from Longnecker.
On May 27, 2016, the Compensation Committee approved base salaries for Messrs. Hanson and Marken of $200,000 and $220,000, respectively. These base salaries were based on Messrs. Hanson's and Marken's promotion to Senior Vice President of Operations and Chief Accounting Officer, respectively.
On February 28, 2017, the Compensation Committee approved increases to the base salaries of Messrs. Marken and Sanders to $250,000 and $200,000, respectively, effective January 1, 2017 based on general market data compiled by and executive compensation advisory firm other than Longnecker and Mr. Sanders' promotion to General Counsel.
On March 1, 2018, the Compensation Committee approved an increase in Mr. Marken's base salary to $300,000, effective March 1, 2018, given his promotion to Chief Financial Officer and Treasurer, in addition to his continued role as Secretary. On March 1, 2018, the Compensation Committee approved the base salaries of Ms. Sjostrom and Messrs. Hanson and Sanders of $293,550, $208,000 and $220,000, respectively, effective April 1, 2018.
Incentive Compensation
The Company uses incentive compensation in the form of stock and equity awards to motivate executives and align executive and stockholder interests. Incentive amounts are set based on job position and market practices. Incentives paid in cash are subject to payroll taxes and other customary withholdings. In addition to awards under the Company’s Short-Term Incentive Plan ("STIP") and Long-Term Incentive Plan ("LTIP"), we generally grant restricted stock awards to new executive officers.
The STIP is designed to motivate executives to achieve critical short-term goals, typically within a twelve-month period, that are expected to contribute to the long-term health and value of the Company. Incentives may be paid in cash or equity as determined by the Compensation Committee. The Compensation Committee adopted the Executive Short Term Incentive Plan (“ESTIP”) in September 2015 to further establish terms and conditions for cash awards made under the STIP. The Compensation Committee makes STIP awards under the 2017 Plan and the ESTIP.
The LTIP is designed to align executives’ interests with those of the Company’s stockholders. Equity awards are the primary long-term incentive instrument and may be in the form of RSA's, PSU's, stock options or SAR's. Equity awards may vest immediately, over time based on continuous service, or over time based on achievement of certain performance goals, as determined by the Compensation Committee, considering accounting and regulatory restrictions and the financial condition of the Company. LTIP awards are made under the 2017 Plan. Generally, equity awards are granted on the same day that the Compensation Committee approves such grant. Exercise prices are set based on the closing market price on the grant date.
From time to time, the Board or Compensation Committee may recognize exemplary performance of any executive with a cash or equity award. Exemplary performance is performance that the Board or Compensation Committee determines to have required significant effort and commitment and is determined to have had a significant positive impact on the current or future performance of the organization. No such payments were made in 2017, 2016 or 2015 except as set forth below under the "Additional Executive Compensation Awards" section.
The stock portions of the 2017, 2016, and 2015 incentive awards are shown below in the Summary Compensation table under the "Stock Awards" column. The cash portions of the 2017, 2016, and 2015 incentive awards, which are defined under the STIP, are shown below in the Summary Compensation table under the "Non-Equity Incentive Plan Compensation" column.

STIP Incentive Compensation for 2016 and 2017
On March 1, 2016, the Compensation Committee acknowledged certain proposed performance goals, as defined in the ESTIP, performance schedule and target amounts (the “2016 Bonus Guidelines”) but did not establish a 2016 ESTIP or grant any awards at that time. On October 16, 2016, the Compensation Committee approved short-term bonus guidelines (the "2016 CEO Bonus Guidelines") for 2016 for the Company's CEO. The 2016 CEO Bonus Guidelines set a target cash bonus of 100% of the CEO's base salary subject to adjustment based on performance goals to be approved by the Board.

On February 28, 2017, the Compensation Committee established cash bonus targets for the NEOs as set forth in the following table.
Percentage of Base Salary
Named Executive OfficerMaximum
L. Heath Sampson100%
Sharon M. Sjostrom50%
Greg P. Marken50%
Ronald Hanson50%
Ted J. Sanders50%

In 2017, Mr. Sampson, Ms. Sjostrom, Messrs. Marken, Hanson and Sanders were awarded a cash bonus at 100%, 60%, 100%, 88% and 100%, respectively, of the maximum target based on Company and individual performance goals approved by the Compensation Committee.

LTIP Incentive Compensation for 2017

On February 28, 2017, the Compensation Committee approved grants of restricted stock awards for shares of the Company’s Common Stock to NEOs as set forth in the table below effective March 23, 2017. The restricted stock awards for Messrs. Hanson, Marken and Sanders and Ms. Sjostrom vest annually at a rate of one-third over a three-year vesting period subject to each respective officer’s continuous service to the Company. The restricted stock awards for Mr. Sampson vest on the third annual anniversary of the grant date subject to Mr. Sampson’s continuous service to the Company.
Named Executive Officer Percentage of Base Salary Number of Restricted Shares
L. Heath Sampson 120% 60,000
Sharon M. Sjostrom 35% 10,000
Greg P. Marken 50% 12,500
Ronald Hanson 50% 10,000
Ted J. Sanders 50% 10,000

STIP Incentive Compensation for 2018

On March 1, 2018, the Compensation Committee established cash bonus targets for the NEOs as set forth in the following table. The performance goals on which the awards are based are based on Company and individual performance goals approved by the Compensation Committee.
Percentage of Base Salary
Named Executive OfficerMaximum
L. Heath Sampson100%
Sharon M. Sjostrom50%
Greg P. Marken50%
Ronald Hanson50%
Ted J. Sanders50%


LTIP Incentive Compensation for 2018

On March 1, 2018, the Compensation Committee approved grants of restricted stock awards for shares of the Company’s Common Stock to NEOs as set forth in the table below effective March 23, 2018. The restricted stock awards for Messrs. Hanson, Marken and Sanders and Ms. Sjostrom vest annually at a rate of one-third over a three-year vesting period subject to each respective officer’s continuous service to the Company. The restricted stock awards for Mr. Sampson vest on the third annual anniversary of the grant date subject to Mr. Sampson’s continuous service to the Company.
Named Executive Officer Percentage of Base Salary Number of Restricted Shares
L. Heath Sampson 100% 55,555
Sharon M. Sjostrom 35% 11,556
Greg P. Marken 50% 16,667
Ronald Hanson 50% 11,556
Ted J. Sanders 50% 12,222
Additional Executive Compensation Awards
2016 Restricted Stock Awards to NEOs
On December 11, 2015, the Compensation Committee approved the grant of a restricted stock award for 72,000 shares of the Company’s Common Stock effective as of January 4, 2016 to Mr. Sampson in recognition of the importance of Mr. Sampson continuing to serve the Company as CEO.  The restricted stock award vests annually at a rate of one-third over a three year vesting period subject to Mr. Sampson’s continuous service to the Company.
On May 10, 2016, the Compensation Committee approved the grant of a restricted stock award for 20,000 shares of the Company’s Common Stock to Ms. Sjostrom for retention purposes and in recognition of service to be performed for the Company.
On May 27, 2016, the Compensation Committee approved the grants of restricted stock awards for 5,000 shares of the Company’s Common Stock to each of Messrs. Hanson and Marken given their appointment as Senior Vice President of Operations of ADA-ES, Inc. and Chief Accounting Officer of the Company, respectively. The restricted stock awards vest one year after grant date and subject to the respective executive's continuous service to the Company.
2016 Equity Awards to CEO
On October 16, 2016, the Compensation Committee approved a grant of 50,000 restricted shares of the Company's Common Stock to Mr. Sampson that vests 25% annually over four years based on his continuous service to the Company and the following grants of stock options to Mr. Sampson ("CEO Options") to purchase shares of the Company's Common Stock, all of which will vest, if at all, based on the achievement of certain Company performance metrics and subject to Mr. Sampson's continuous service to the Company: (1) an option to purchase 92,666 shares of the Company's Common Stock at an exercise price of $8.25 per share that expires on December 31, 2018; (2) an option to purchase 92,666 shares of the Company's Common Stock at an exercise price of $9.00 per share that expires on December 31, 2019; and (3) an option to purchase 92,666 shares of the Company's Common Stock at an exercise price of $10.00 per share that expires on December 31, 2020. The CEO Options were granted under the Company's 2007 Plan and are subject to its terms and conditions.

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

holdings have vested, private holdings, shares held in retirement accounts and other shares attributed to the executive in accordance with Section 16 of the Exchange Act. Holding of options to purchase shares of our Common Stock also will be considered in the ownership calculation by adding the value of the spread of in-the-money options to the total value of other holdings. The Chief Executive Officer and the Chief Product Officer of the Company met the executive equity ownership guidelines as of December 31, 2017. The Compensation Committee waived the executive equity ownership guidelines for the Company's other NEOs, given their recent appointments.
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's 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. Beginning in 2017, 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.
Employee and Company contributions to the 401(k) Plan are 100% vested.


Summary Compensation Table
The following table presents information regarding compensation earned by or awards to our NEOs during fiscal years 2017, 20162022 and 2015:
2021:
Name and Principal Position Year Salary ($) Bonus ($) (1) Stock Awards ($) (2) Option Awards ($) (3) Non-Equity Incentive Plan Compensation ($) (4) All Other Compensation ($) (5) Total ($)
                 
L. Heath Sampson 2017 500,000
 —
 574,800
 —
 500,000
 82,121
 1,656,921
President and Chief Executive Officer 2016 500,000
 —
 923,700
 2,293,484
 879,157
 10,600
 4,606,941
  2015 464,780
 —
 530,203
 2,550,000
 79,158
 15,104
 3,639,245
                 
Sharon M. Sjostrom 2017 293,550
 —
 95,800
 —
 100,000
 8,100
 497,450
Chief Product Officer 2016 291,248
 —
 156,400
 —
 100,000
 10,600
 558,248
  2015 259,896
 50,000
 169,292
 —
 106,875
 15,136
 601,199
                 
Greg P. Marken (6) 2017 241,923
 —
 119,750
 —
 125,000
 8,100
 494,773
Chief Financial Officer, Treasurer and Secretary 2016 193,845
 —
 215,369
 —
 125,000
 10,600
 544,814
                 
Ronald Hanson 2017 200,000
 —
 95,800
 —
 88,000
 8,100
 391,900
Senior Vice President of Operations of ADA-ES, Inc. 2016 189,471
 —
 150,450
 —
 80,000
 10,156
 430,077
                 
Ted J. Sanders 2017 193,808
 —
 95,800
 —
 100,000
 6,386
 395,994
General Counsel                
Name and Principal PositionYearSalary ($)Bonus ($) (1)Stock Awards ($) (2)Non-Equity Incentive Plan Compensation ($) (3)All Other Compensation ($) (4)Total ($)
Greg P. Marken2022470,085 184,000 463,461 545,100 12,428 1,675,074 
President, Chief Executive Officer and Treasurer2021457,308 — 361,987 170,000 11,978 1,001,273 
Morgan Fields2022279,019 101,600 237,794 181,545 9,150 809,108 
Chief Accounting Officer2021193,962 — 176,722 — 5,189 375,873 
Joe M. Wong2022312,710 61,200 267,193 241,803 18,222 901,128 
Chief Technology Officer2021304,386 — 208,692 91,500 17,772 622,350 

(1)Because our primary short-term incentive compensation arrangement for salaried employees (“STIP”the Short-Term Incentive Plan (the "STIP") has mandatory performance measures that must be achieved before there is any payout to NEOs, amounts paid under the STIP are shown in the Non-Equity Incentive Plan Compensation column of the table, rather than the Bonus column. Amounts paidearned in 20152022 represent retention bonusesawards paid to certain executives.the NEOs, as described in more detail under "Narrative Disclosure to Summary Compensation Table - Retention Agreements" below.
(2)The amounts in this column represent the aggregate grant date fair values of restricted stock awards ("RSAs") and performance share units ("PSU"PSUs") and RSA awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Compensation-Stock Compensation" ("FASB ASC Topic 718").718. These grant date fair values have been determined based on the assumptions and methodologies discussed in Note 612 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2022. PSU awards are subject to market-based performance conditions relating to the relative placement of the Company’s total stockholder return (“TSR”("TSR") for the three-year performance period with approximately 75% of the award based on the relative performance of the Company’s TSR performanceas compared to the respective TSRs of a specified group of peer companies and the remaining portion of the award based on the Company’s TSR performance compared to the Russell 3000 Index.companies. The table below presents the PSU awards granted for the fiscal year ended December 31, 20152022 based on an earned percentage of 100% (grant date fair value disclosed above) and an earned percentage of 200%, which is the highest level of performance conditions that can be achieved. The difference between the “Stock Award”"Stock Award" amounts in the table above and the “PSU-if"PSU-if earned, target ($)”" amounts in the table below represents the grant date fair values attributable to the RSA awards.RSAs.
NamePSU - if earned, target ($)PSU - if earned, maximum ($)
Greg P. Marken277,957 555,914 
Morgan Fields142,613 285,226 
Joe M. Wong160,249 320,498 
28

Name and Principal Position Year PSU - if earned, target ($) PSU - if earned, maximum ($)
L. Heath Sampson 2015 293,958
 587,916
Sharon M. Sjostrom 2015 93,147
 186,294
Greg P. Marken 2015 —
 —
Ronald Hanson 2015 —
 —
Ted J. Sanders 2015 —
 —

(3)The amounts in this column represent the aggregate grant date fair values of stock options computed in accordance with FASB ASC Topic 718. These grant date fair values have been determined based on the assumptions and methodologies discussed in Note 6 of the Consolidated Financial Statements included in our Annual Report on Form 10-Kbonuses earned for the fiscal year ended December 31, 2017.
(4) The amount in this column for Mr. Sampson in 2016 represents the bonus earned under the STIP cash award, included as part of Mr. Sampson's compensation package upon his hiring, and a discretionary bonus earned upon filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 with the SEC. The other amounts in the column represent the bonuses earned in theapplicable year under the STIP.
(5) (4)The All other compensationOther Compensation amounts earned byfor each NEO for 2022 are made up of the amounts in the table below:
NameMatching contributions to 401(k) ($)Other ($) (5)Total ($)
Greg P. Marken9,150 3,278 12,428 
Morgan Fields9,150 — 9,150 
Joe M. Wong9,150 9,072 18,222 
(5)The amounts in this column represent premiums paid by the Company for individual disability insurance policies maintained for Messrs. Marken and Wong for up to $102,000 per year.
Narrative Disclosure to Summary Compensation Table
Overview of Executive Compensation Program
Our Compensation Committee is charged with establishing the Company’s philosophy for executive compensation and the 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 NEOs 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") reviewed annually by the Compensation Committee to ensure the EC Philosophy remains appropriate. The EC Philosophy 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:
▪Supports the Company’s vision, mission, strategy, and values to generate profitability and sustained growth in the long-term best interests of our stockholders;
▪Aligns executive compensation with measures of performance tied to the strategic and operational performance of the business and stockholder returns;
▪Rewards executives on the basis of merit for individually and collectively achieving a leadership culture, innovation and excellence within the Company, and delivering sustained high performance to the Company, taking into consideration each executive’s qualifications, level of responsibility and contribution to the Company’s long-term performance;
▪Encourages competency-building by linking career development, performance management and compensation rewards;
▪Attracts and retains the best executive talent and a highly qualified diverse workforce within a non-discriminatory, merit-based compensation program; and
▪Uses external compensation data to benchmark comparable positions in similar industries and companies within our geographical region as one key factor in establishing the competitiveness of our executive salaries, incentives and benefits.
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 Company’s EC Philosophy is based on balanced performance metrics that promote disciplined progress towards long-term Company goals in addition to the short-term health of the organization;
▪We do not offer significant short-term incentives that might drive high-risk investments at the expense of long-term Company value; and
▪The Company’s compensation programs are weighted towards long-term incentives.
29

Name Year Matching contributions to 401(k) ($) Other ($) (7) Total ($)
L. Heath Sampson 2017 8,100
 74,021
 82,121
  2016 10,600
 —
 10,600
  2015 15,104
 —
 15,104
         
Sharon M. Sjostrom 2017 8,100
 —
 8,100
  2016 10,600
 —
 10,600
  2015 15,136
 —
 15,136
         
Greg P. Marken 2017 8,100
 —
 8,100
  2016 10,600
 —
 10,600
         
Ronald Hanson 2017 8,100
 —
 8,100
  2016 10,156
 —
 10,156
         
Ted J. Sanders 2017 6,386
 —
 6,386
Because of these factors, we believe that our compensation policies and practices, both for our employees and our executive officers, do not create risks that are reasonably likely to have a material adverse effect on the Company.

Say-on-Pay
(6) The Company provides its stockholders with the opportunity to cast an advisory vote on annual executive compensation (a "say-on-pay proposal"). At the Company’s annual meeting of stockholders in 2022, approximately 82% of the votes cast for or against the say-on-pay proposal were in favor of the proposal, which the Compensation Committee reviewed in assessing executive compensation for the fiscal year ending December 31, 2022. Proposal 2 included in the Proxy Statement is a say-on-pay advisory vote regarding the executive compensation for the fiscal year ending December 31, 2022 as described in this Proxy Statement. The Compensation Committee will continue to consider the results of the Company's say-on-pay votes when making future compensation decisions for the Company's executive officers, including the named executive officers.
Independent Compensation Consultant and Peer Group
The Compensation Committee did not retain a compensation consultant in connection with its decisions regarding 2022 compensation; however, in making decisions with respect to 2022 compensation, the Compensation Committee utilized the peer group established as a result of the market analysis undertaken by Lyons, Benenson & Company ("LB & Co.") in connection with their engagement as the Compensation Committee’s independent compensation consultant in 2020. In 2020, LB & Co. compared the compensation practices of the Company to 17 peer group companies, see table below, from a number of similar industries, including Commodity Chemicals, Environmental and Facility Services, Fertilizers and Agricultural Chemicals, Industrial Machinery, Oil and Gas Equipment and Services, Oil and Gas Refining and Marketing, and Specialty Chemicals. The Compensation Committee reviewed these peer companies and approved their use for compensation benchmarking purposes (the "2020 Peer Group").
2020 Peer Group:
Aemetis, Inc.Graham Corporation
American Vanguard CorporationHawkins, Inc.
CECO Environmental Corp.Marrone Bio Innovation, Inc.
Clean Energy Fuels Corp.Nuverra Environmental Solutions, Inc.
Energy Recovery, Inc.Perma-Fix Environmental Services, Inc.
Flotek Industries, Inc.Profire Energy, Inc.
Fuel Tech, Inc.Trecora Resources
FutureFuel Corp.Vertex Energy, Inc.
Gevo, Inc.
Base Salary
Base salary is defined as ongoing, cash compensation paid bi-weekly based on such factors as job responsibilities, external competitiveness, and the individual’s experience and performance. Pay ranges have been set based on the market where the Company competes for similar positions, with consideration given for employees serving similar functions in comparable companies. Base salary is typically increased annually based on performance and cost of labor/living increases. With the use of market data, the Compensation Committee considers the size of and whether to grant merit increases based on data from comparable companies, as well as review of an officer’s annual performance and meeting of objectives. The Company attempts to ensure middle market pay for solid performers and to consider higher levels of pay for outstanding performers. The Company does not intend to be a market leader in base compensation.
On MarchFebruary 22, 2022, the Compensation Committee approved the following increased base salaries, effective April 1, 2018,2022, based on general market data: (i) $473,800 for Mr. Marken, was appointed(ii) $280,500 for Ms. Fields and (iii) $315,180 for Mr. Wong.
30

Short-Term Incentive Plan
The STIP is designed to motivate executives to achieve critical short-term goals, typically within a twelve-month period, that are expected to contribute to the Chief Financial Officer, Secretarylong-term health and Treasurervalue of the Company. PriorIncentives may be paid in cash or equity as determined by the Compensation Committee. The Compensation Committee adopted the Executive Short-Term Incentive Plan ("ESTIP") in September 2015 to that date he wasfurther establish terms and conditions for cash awards made under the STIP. The Compensation Committee made STIP awards under the ESTIP and the 2017 Omnibus Incentive Plan (the "2017 Plan") through June of 2022, while STIP awards granted for 2023 were made under the 2022 Omnibus Incentive Plan ("the 2022 Plan").
For 2022, the Compensation Committee established cash bonus targets equal to 75% of base salary for Mr. Marken and 50% of base salary for each of Ms. Fields and Mr. Wong. The Compensation Committee approved the following performance goals applicable to the 2022 STIP awards: Budgeted Revenue, Adjusted EBITDA and individual performance goals. Upon review of the Company's Chief Accounting Officerperformance for 2022, the Compensation Committee determined that the Company's Budgeted Revenue and Secretary.Adjusted EBITDA exceeded target.
(7) In early 2023, based on the Company and individual performance, the Compensation Committee approved 2022 STIP awards for Messrs. Marken and Wong and Ms. Fields at 152% of target.
Long-Term Incentive Compensation
The amount in this column for Mr. Sampson relates to dividends paid on unvested participating RSA awards.
Equity Compensation Plans (Stock Incentive Plans)
2010 Non-Management Compensation and Incentive Plan
During 2010, the Board adopted the 2010 Non-Management Compensation andLong-Term Incentive Plan ("2010 Plan"LTIP"), which authorized the issuance of shares of Common Stock, restricted stock or other rights or benefits under the plan is designed to non-management employees and consultants. The Board approved the 2010 Plan in March 2011, readopted such plan in February 2012, and our stockholders approved the plan at the 2012 Annual Meeting. The purposes of the 2010 Plan are to attract and retain the best available personnel, to provide additional incentives to non-management employees and consultants and to promote the successalign executives’ interests with those of the Company’s business. The numberstockholders and to support the Compensation Committee's approach to performance-based pay. Equity awards are the primary long-term incentive instrument and have historically been granted in the form of shares authorized for issuanceRSAs and PSUs. Equity awards vest over time based on continuous service, or over time based on achievement of certain performance measures set by the Compensation Committee at the time of the grant, considering accounting and regulatory restrictions and the financial condition of the Company. Awards under the 2010 Plan is limited to 600,000.

The 2010 Plan will end 10 years after the date of its adoption, if not earlier terminatedLTIP for 2022 were made 50% as RSAs and 50% as PSUs. PSUs are vested upon achievement, as certified by the Board. The Company, however, following the adoptionCompensation Committee, of one or more performance measures measured over one to three years. LTIP awards were made under the 2017 Plan describedthrough June 2022 and have been made under 2022 Plan since June 2022.
On February 22, 2022, the Compensation Committee approved grants of RSAs ("2022 RSAs") and PSUs ("2022 PSUs") to the NEOs as set forth in the table below, does not planeffective March 23, 2022. The 2022 RSAs vest annually at a rate of one-third each year over a three-year vesting period subject to utilizeeach NEO's continuous service to the 2010 PlanCompany. The 2022 PSUs vest after three years based on the placement of the Company's TSR for any future awards. the three-year performance period ending December 31, 2024 relative to the TSR performance of a specified group of peer companies.
Named Executive OfficerPercentage of Base SalaryNumber of Restricted SharesTarget Number of Performance Stock Units
Greg P. Marken75%28,98528,984
Morgan Fields65%14,87214,871
Joe M. Wong65%16,71016,710
The Compensation Committee, in consultation with LB & Co, established the group of peer companies for purposes of benchmarking the Company's stock price performance for the 2022 PSUs. The 2022 PSUs include provisions to accommodate changes in the peer group such as, for example, if one peer company merges with another. TSR is calculated for the plan administratorCompany and peer companies. The threshold, target and maximum payout amounts for the 2022 PSUs are 50%, 100% and 200%, respectively. In order to achieve threshold, target and maximum payouts, the company's TSR percentile rank must be 30%, 50% or 90% and above, respectively.
The 2020 PSUs vested on March 10, 2023. The PSUs were subject to a three-year performance period ending December 31, 2022, which the TSR performance of the 2010 Plan. During 2017, 56,592 RSA's2020 PSUs was below the threshold. This resulted in these awards being unearned and forfeited.
31

For the 2022 PSUs, the group of peer companies included:
Aemetis, Inc.Graham Corporation
American Vanguard CorporationHawkins, Inc.
CECO Environmental Corp.Marrone Bio Innovation, Inc.
Clean Energy Fuels Corp.Perma-Fix Environmental Services, Inc.
Energy Recovery, Inc.Profire Energy, Inc.
FutureFuel Corp.Trecora Resources
Flotek Industries, Inc.Vertex Energy, Inc.
Gevo, Inc.
Retention Agreements
In May 2021, the Company entered into an agreement with each NEO to promote retention of the NEOs during the Company's consideration and execution of various strategic initiatives, which agreements were granted fromsubsequently amended on May 4, 2022 (the "Retention Agreements"). The Retention Agreements provided for "Retention Pay" equal to $460,000 for Mr. Marken, $254,000 for Ms. Fields and $153,001 for Mr. Wong, as well as the 2010 Plan.opportunity for "Additional Retention Pay" of $59,800 for Mr. Marken, $50,800 for Ms. Fields and $52,020 for Mr. Wong. The Retention Pay and Additional Retention Pay becomes payable as follows, in each case, subject to the NEO’s continued employment:

▪40% of the Retention Pay was paid on August 31, 2022;
2017 Omnibus Incentive Plan
During 2017,▪60% of the Board adoptedRetention Pay was payable on the 2017 Plan, which authorizedfirst to occur of: (i) a termination of employment without "cause" or for "good reason", (ii) 90 days after the issuancesigning of sharesdefinitive documents related to a sale or change of Common Stock, restricted stock or other rights or benefits undercontrol of the plan to any employee, director, or consultantsignificant assets of the Company, or its subsidiaries. The Board approved (iii) January 18, 2023; and
▪the 2017 Plan in April 2017 and our stockholders approvedAdditional Retention Pay was payable on the plan atfirst to occur of: (i) a termination of employment without "cause" or for "good reason", (ii) 90 days after the 2017 Annual Meeting. The purposessigning of definitive documents related to a sale or change of control of the 2017 Plan are to attract and retain the best available personnel, to provide additional incentives to employees and consultants and to promote the successsignificant assets of the Company's business.Company, or (iii) January 18, 2023.
Under the Retention Agreements, each NEO received a payment of 40% of the Retention Pay on August 31, 2022 and the remainder of the Retention Pay and Additional Retention Pay in January 2023.
Employment Agreements
Greg P. Marken
We are party to an employment agreement with Mr. Marken, effective January 12, 2015, which was amended on June 12, 2016, May 9, 2018 and November 3, 2022 (the "Marken Agreement"). The number of shares authorized for issuanceMarken Agreement contains provisions related to Mr. Marken's position, duties, authority, obligations, compensation and benefits, including his eligibility to receive incentive awards under the 2017 Plan is limited to 2,000,000.


ESTIP and the LTIP. The 2017 Plan will end 10 years after the date of its adoption, if not earlier terminated by the Board. It may be amended, modified or terminated at any time ifMarken Agreement also contains certain covenants addressing non-competition, non-solicitation and when it is advisablenon-divergence and provides for separation payments and benefits in the absolute discretionevent of the Board, although certain amendmentsterminations of employment, as described under "Additional Narrative Disclosure—Employment Agreements" below.
Morgan Fields
We are subjecta party to approval of regulatory bodiesan employment agreement with Ms. Fields, effective March 1, 2021, which was amended on August 18, 2021 (the "Fields Agreement"). The Fields Agreement contains provisions related to Ms. Fields' position, duties, authority, obligations, compensation and our stockholders. The Compensation Committee is the plan administrator of the 2017 Omnibus Incentive Plan. During 2017, 31,984 RSA's were granted from the 2017 Plan. As of December 31, 2017, 1,968,016 shares of Common Stock are available for issuancebenefits, including her eligibility to receive incentive awards under the 2017 Plan.ESTIP and the LTIP. The Fields Agreement also contains certain covenants addressing non-competition, non-solicitation and non-divergence and provides for separation payments and benefits in the event of certain terminations of employment, as described under "Additional Narrative Disclosure—Employment Agreements" below.

32
Grants of Plan-Based Awards
The following table presents information regarding grants of Plan-based awards to our NEOs during the fiscal year ended December 31, 2017.

  Grant Date Estimated future payouts under equity incentive plan awards All other options awards: number of securities of underlying options (#) Exercise or base price of option awards ($/sh)Grant date fair value of stock and option awards
Name  Threshold (#) Target (#) Maximum (#)  
L. Heath Sampson 3/23/2017(1)—
 60,000
 —
 —
 —
574,800
Sharon M. Sjostrom 3/23/2017(2)—
 10,000
 —
 —
 —
95,800
Greg P. Marken 3/23/2017(2)—
 12,500
 —
 —
 —
119,750
Ronald Hanson 3/23/2017(2)—
 10,000
 —
 —
 —
95,800
Ted J. Sanders 3/23/2017(2)—
 10,000
 —
 —
 —
95,800
Joe M. Wong
(1) This amount represents RSA's that have no threshold or maximum amounts.We are a party to an employment agreement with Mr. Wong, effective February 14, 2011, which was amended on August 18, 2021 (the "Wong Agreement"). The RSA's vestWong Agreement contains provisions related to his position, duties, authority, obligations, compensation and benefits, including his eligibility to receive incentive awards under the ESTIP and the LTIP. The Wong Agreement also contains certain covenants addressing non-competition, non-solicitation and non-divergence and provides for separation payments and benefits in full on March 23, 2020. Prior to vesting, the RSA's are subject to transfer restrictions and may be forfeited upon terminationevent of employment. The RSA's are eligible to accrue dividends prior to vesting and will receive paymentcertain terminations of accrued dividends upon vesting. Holders of RSA's have no rightsemployment, as stockholders of Common Stock, until such time as the RSA's are settled for shares of Common Stock as of the vesting date. described under "Additional Narrative Disclosure—Employment Agreements" below.
(2) This amount represents RSA's that have no threshold or maximum amounts. The RSA's vest in equal installments on March 23, 2018, March 23, 2019 and March 23, 2020. Prior to vesting, the RSA's are subject to transfer restrictions and may be forfeited upon termination of employment. The RSA's are eligible to accrue dividends prior to vesting and will receive payment of accrued dividends upon vesting. Holders of RSA's have no rights as stockholders of Common Stock, until such time as the RSA's are settled for shares of Common Stock as of the vesting date. 
Outstanding Equity Awards at Fiscal Year End
The following table provides information regarding outstanding RSA and PSU equity awards held by our NEO'sNEOs as of December 31, 2017:
2022.
  Stock awards
Name Number of shares that have not vested (#)  Market value of shares that have not vested ($) (1) Equity incentive plan awards: number of unearned units that have not vested (#)  Equity incentive plan awards: market or payout value of unearned units that have not vested ($) (1)
L. Heath Sampson 4,861
(2) 46,957
 14,583
(9) 140,872
  48,000
(3) 463,680
 —
  —
  37,500
(4) 362,250
 —
  —
  60,000
(5) 579,600
 —
  —
Sharon M. Sjostrom 1,609
(2) 15,543
 4,823
(9) 46,590
  10,000
(6) 96,600
 —
  —
Greg P. Marken 2,773
(7) 26,787
 —
  —
  12,500
(6) 120,750
 —
  —
Ronald Hanson 10,000
(6) 96,600
 —
  —
Ted J. Sanders 201
(8) 1,942
 —
  —
  10,000
(6) 96,600
 —
  —
Stock awards
NameNumber of shares that have not vested (#)Market value of shares that have not vested ($) (1)Equity incentive plan awards: number of unearned units that have not vested (#)Equity incentive plan awards: market or payout value of unearned units that have not vested ($) (1)
Greg P. Marken3,044 (2)7,397 — — 
19,525 (3)47,446 14,644 (6)35,585 
28,985 (4)70,434 28,984 (7)70,431 
Morgan Fields9,734 (3)23,654 — — 
9,188 (5)22,327 — — 
14,872 (4)36,139 14,871 (7)36,137 
Joe M. Wong2,955 (2)7,181 — — 
11,257 (3)27,355 8,442 (6)20,514 
16,710 (4)40,605 16,710 (7)40,605 
(1) The market value of RSA'sRSAs and PSU'sPSUs that have not vested is calculated using the closing price of $9.66$2.43 of our Common Stock on December 31, 2017.30, 2022, the last trading day of 2022. The market value of PSU'sPSUs is calculated based upon an attainment levelearned amount as of the target amount.December 31, 2022.
(2) These RSA'sRSAs vested one-third on January 2, 2016, one-third on January 2, 2017 and one-third January 2, 2018.

(3) These RSA's vested one-third on January 2, 2017, and one-third on January 2, 2018, and the remaining will vest one-third on January 2, 2019.
(4) These RSA's vested one-fourth on October 16, 2017, and the remaining will vest one-fourth on October 16, 2018, one-fourth on October 16, 2019, and one-fourth on October 16, 2020.
(5) These RSA's will vest in full on March 23, 2020.2023.
(3) These RSAs vest ratably on March 23, 2023 and March 23, 2024.
(4) These RSAs vest ratably on March 23, 2023, March 23, 2024 and March 23, 2025.
(5) These RSAs vest ratably on August 17, 2023 and August 17, 2024.
(6) These RSA's vested one-thirdPSUs vest on March 23, 2018, and the remaining will vest one-third on March 23, 2019 and one-third on March 23, 2020.
(7) These RSA's vested one-third on May 11, 2016, one-third on January 12, 2017 and one-third on January 12, 2018.
(8) These RSA's vested 10% on March 29, 2015, 20% on March 29, 2016, 30% on March 29, 2017 and 40% on March 29, 2018.
(9) These PSU's vested on March 1, 2018.10, 2024. The PSU's werePSUs are subject to a three-year performance period ending December 31, 2017.2023. The award is reported at an earned percentage of 50%, representing threshold performance.
(7)These PSUs vest on March 10, 2025. The PSUs are subject to a three-year performance period ending December 31, 2024. The award is reported at an earned percentage of 100%., representing target performance.
Additional Narrative Disclosure
Retirement Benefits
The following tables provide information regarding outstanding option awards held by our NEOs asCompany’s Profit Sharing Retirement Plan ("401(k) Plan") is available to all eligible employees, including NEOs. Pursuant to the 401(k) Plan, we currently make contributions to each eligible employee’s account in an amount equal to three percent of eligible compensation. Additionally, at the discretion of the fiscal year ended December 31, 2017:
    Option awards
Name Grant Date Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Option exercise price ($) Option expiration date
L. Heath Sampson 6/5/15 200,000
 100,000
 13.87
 6/5/2020
  10/16/16 92,666
 —
 8.25
 12/31/2018
  10/16/16 92,666
 —
 9.00
 12/31/2019
  10/16/16 —
 92,666
 10.00
 12/31/2020
Sharon M. Sjostrom — —
 —
 —
 —
Greg P. Marken — —
 —
 —
 —
Ronald Hanson — —
 —
 —
 —
Ted J. Sanders — —
 —
 —
 —
Option Exercises and Stock Vested for Fiscal Year End
The following table provides information regarding options exercised and stock vested on an aggregate basis by our NEOs as of December 31, 2017:
  Option awards Stock awards
Name Number of shares acquired on exercise (#) Value realized on exercise ($) Number of shares acquired on vesting (#) (1) Value realized on vesting ($) (1)
L. Heath Sampson (2) —
 —
 46,200
 459,264
Sharon M. Sjostrom (3) —
 —
 24,197
 235,468
Greg Marken (4) —
 —
 22,774
 195,821
Ronald Hanson (5) —
 —
 20,111
 171,326
Ted J Sanders (6) —
 —
 7,651
 62,855
(1) The value realized on vesting and settlement ofBoard, the RSA's and PSU's is computed by multiplying the number of shares of Common Stock issued upon the vesting and settlement of RSA's or settlement of PSU's by the per share closing market price of the underlying sharesCompany may make contributions based on the date of settlement, or, if the settlement date was not a normal market trading date, then on the last normal market trading date which preceded the settlement date.
(2) The per share average market price used for the computation of the stock awards that vested and settled on January 2, 2017, February 28, 2017 and October 16, 2017 were $9.24, $10.77 and $11.42, respectively.
(3) The per share average market price used for the computation of the stock awards that vested and settled on January 2, 2017, February 28, 2017 and May 10, 2017 were $9.24, $10.77 and $9.71, respectively.
(4) The per share average market price used for the computation of the stock awards was $9.20 on January 12, 2017 and $8.19 on April 14, 2017 for the vesting and settlement of RSA awards that were issued prior to Mr. Marken's appointment as Chief Accounting Officer. The

per share average market price used for the computation of the stock awards was $9.49 on June 12, 2017 for the vesting and settlement of RSA awards that were issued upon Mr. Marken's appointment to Chief Accounting Officer.
(5) The per share average market price used for the computation of the stock awards was $9.24 on January 2, 2017 and $8.19 on April 14, 2017 for vesting and settlement of RSA awards that were issued prior to Mr. Hanson's appointment as SVP of Operations. The per share average market price used for the computation of the stock awards was $9.49 on June 12, 2017 for the vesting and settlement of RSA awards that were issued upon Mr. Hanson's appointment to SVP of Operations.
(6) The per share average market price used for the computation of the stock awards that vested and settled on March 29, 2017 and April 14, 2017 were $9.47 and $8.19, respectively.
Pension Benefits
No retirement payments or benefits were paid to any NEOprofitability of the Company to those accounts. In 2022, we made our contributions to the Plan in the fiscal years ended December 31, 2017, 2016 and 2015 except those matchingcash. No discretionary contributions paid underwere made to the 401(k) Plan which is a tax-qualified defined contribution plan.
Nonqualified Deferred Compensationin 2022 other than as discussed above. Employee and Company contributions to the 401(k) Plan are 100% vested.
The Company does not currently have any pension or retirement benefits (other than the 401(k) Plan) or nonqualified deferred compensation plans that apply to the NEOs, nor are any such plans contemplated at this time.
Employment Contracts and Termination of Employment and Change-in-Control Arrangements
Potential Payments upon Termination or Change-in-Control
The amounts in this table assume the Company elects a one-year compliance period for the restrictive covenants as described below, except in the case of termination due to death or permanent disability, if a Change-in-Control event or termination of employment that triggers severance payments occurred on December 31, 2017.
33
Name Cash Severance Payments ($) Cash Bonus Payments ($) (a) Vesting of Equity Awards ($) (a) All Other Compensation ($) Total ($)
L. Heath Sampson 500,000
 —
 1,593,359
 27,665
 2,121,024
Sharon M. Sjostrom 293,550
 —
 158,733
 19,821
 472,104
Greg P. Marken 137,500
 —
 147,537
 17,290
 302,327
Ronald Hanson 125,000
 —
 96,600
 13,832
 235,432
Ted J. Sanders 125,000
 —
 98,542
 17,290
 240,832

(a) In the event of a termination due to death or permanent disability, only cash bonus payments and vesting of equity awards are paid. As of December 31, 2017, no STIP for 2018 had been approved by the Compensation Committee.

Employment Agreements
We have executed employment agreements with all of our named executive officers. Each ofUnder the employment agreements generally contain provisions related to the position, duties, authority, obligations, compensation and benefits of the respective executive officer, including the obligation of the NEO to devote full time to the fulfillment of his/her obligations. Under each of the employment agreements, each of our NEOs is subject to customary provisions relating to inventions and confidential subject matter developed by such NEO, including provisions that relate to the assignment of such inventions and confidential subject matter to the Company and that copyright works are "work for hire." Certain restrictive obligations related to confidential subject matter will survive theMarken Agreement, upon a termination of an NEO’s employment with the Company.

In 2014, we amended the employment agreements of our existing executive officers at the time, including, among others, Ms. Sjostrom (the “2014 Amendment”). The 2014 Amendment clarifies the Company's and the executive officer's obligations in the event of death, disability or termination of employment. The amendments also contain certain covenants addressing non-competition, non-solicitation and non-divergence. Similarly, our executive officers hired after 2014 have executed a rider (the “Rider”) to their employment agreements that contain provisions and covenants similar to those contained in the 2014 Amendment.

Pursuant to the terms of the employment agreements, as amended, upon termination of employment we must pay the terminated executive his or her base salary and other accrued benefits through the termination date. We must also pay additional amounts depending upon whether the termination was for or without "Cause" or a resignation for "Good Reason," or whether the termination was for or without Cause or Good Reason following a "Change in Control."


If we terminate the executive’s employment without Cause or if the executive resigns for Good Reason, we must pay the executiveMr. Marken is eligible to receive severance of 12 months (7.5 months in the case of Messrs. Hanson, Marken and Sanders) base salary. Additionally, for Ms. Sjostrom, we must also pay a pro-rated portion of short term incentive cash bonuses that would have been earnedsalary; however, if the executive had been employed for the full year (2x if we elect to exercise our option to enforce a 24 month non-compete) as well as pay in stock the value of certain unvested equity awards.

If we terminate the executive’s employment without Cause or if the executive resigns for Good Reasonsuch termination occurs within 12 months following a Change"Change in Control, we must pay" Mr. Marken is also eligible to receive (i) the short-term incentive cash bonus for the year of termination based on actual performance, (ii) accelerated vesting of all unvested restricted stock awards, (iii) accelerated vesting of all unvested performance share units based on actual performance as of the date of such termination, and (iv) coverage of COBRA continuation premiums for 12 months (7.5(or until the NEO is eligible for medical insurance benefits from another employer).
Under the Fields Agreement and the Wong Agreement, upon a termination without Cause or a resignation for Good Reason, the NEO is eligible to receive severance of (i) 12 months in the case of Messrs. Hanson, Marken and Sanders) base salary, (2x in(ii) the caseshort-term incentive cash bonus for the year of Ms. Sjostrom)termination based on actual performance, (iii) accelerated vesting of all unvested restricted stock awards, (iv) accelerated vesting of all unvested performance share units based on actual performance as of the date of such termination, and (v) coverage of COBRA continuation premiums for 12 months (or until the NEO is eligible for medical insurance benefits from another employer).
Under the Marken Agreement, the Fields Agreement and the pro-rated portionWong Agreement, upon a termination as a result of short termthe NEO’s death or disability, the NEO (or the NEO’s beneficiary, as applicable) is eligible to receive (A) the short-term incentive cash bonuses that would have been earned if the executive had been employedbonus for the full year (2x in the case of Ms. Sjostrom) as well as pay in stock the value of certain unvested equity awards.

If Ms. Sjostrom resigns for a reason other than Good Reasontermination assuming target performance (or 50% thereof if such termination occurs within the period of time which is 3first six months prior through 6 months following a Change in Control, and we elect to exercise our option to enforce either a 12 or 24 month non-compete, we must pay the applicable 12 or 24 months base salary and the pro-rated portion of short term incentive cash bonuses that would have been earned if the executive had been employed for the full year (2x if we elect to exercise our option to enforce a 24 month non-compete) as well as pay in stock the value of certain unvested equity awards.

For purposes of the 2014 Amendment, "Cause"year), (B) accelerated vesting of all unvested restricted stock awards, and (C) accelerated vesting of all unvested performance share units based on actual performance as of the date of such termination.
Under the Marken Agreement:
▪"Cause" means one or more of the following, where such conduct has had or is reasonably likely to have a material detrimental effect on the Company or a related person: (i) dishonesty, willful misconduct, or material breach of the Company’s Code of Conduct; (ii) felony conviction of a crime involving dishonestly, breach of trust or physical harm to any person; or (iii) a breach of any fiduciary duty.

▪"Good Reason" means a material reduction in the executive’s compensation, a material diminution in authority, duties or responsibilities, or a relocation of more than 50 miles, subject to our right to cure.
For purposes▪"Change in Control" means a change in our ownership or control effected by a direct or indirect acquisition of more than 50% of our total combined voting power, replacement of our directors by directors whose appointment or election is not endorsed by our directors serving immediately prior to such replacement, or a change in the Rider, "Cause"ownership of a substantial portion of our assets.
Under the Fields Agreement and the Wong Agreement:
▪"Cause" means (i) the failure by an executive to substantially perform the essential functions of executive’s duties or obligations in a satisfactory manner or material breach of any written agreement with us or an affiliate; (ii) dishonesty, willful misconduct, or material breach of our Code of Ethics and Business Conduct, knowing violation of any federal or state securities or tax laws, or any misconduct that is, or is reasonably likely to be, materially injurious to us or an affiliate; (iii) conviction of or plea of guilty or no contest to a crime involving dishonesty, breach of trust or physical harm to any person; or (iv) a breach of any fiduciary duty and such conduct has had or is reasonably likely to have a material detrimental effect on us or a related person.

▪"Good Reason" generally has the meaning described above under the Marken Agreement.
For purposes
34

Company Policies Relating to Executive Compensation
Insider Trading Policy
Our Insider Trading Policy, which applies to our employees, officers and directors, prohibits hedging of our securities and engaging in any other transactions involving ADES-based derivative securities, regardless of whether the covered person is in possession of material, non-public information (except with regard to the vesting of securities acquired pursuant to our incentive plans), or other transactions involving purchases and sales of company securities between a covered person and us. The Insider Trading Policy also prohibits all employees, officers and directors from entering into any transaction relating to hedging ADES securities, including zero-cost collars or forward-sale transactions.
Equity Ownership Guidelines
The Company maintains Executive Stock Ownership Guidelines under the EC Philosophy (the "Guidelines"). Under the EC Philosophy, so long as the Guidelines are met, executives may sell unrestricted stock. It is preferred that executives own shares of Common Stock for a period greater than 12 months before selling such shares. All executive transactions in Common Stock must be made in compliance with our insider trading policy.
The Guidelines encourage executives to own Common Stock with a value equal to at least one times their annual base salary. Ownership is calculated considering holdings of restricted stock, whether or not such holdings have vested, private holdings, shares held in retirement accounts and other shares attributed to the executive in accordance with Section 16 of the employment agreementsExchange Act.
As of our executive officers, "Good Reason" meansDecember 31, 2022, Messrs. Marken and Wong and Ms. Fields did not have sufficient holdings to meet the Guidelines as a material (and permanentresult of stock price fluctuations; however, the Guidelines provide executives with a reasonable period of time in the caseevent of significant decreases in stock price to meet the Guidelines again.
Clawback Policy
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 Riders) reduction inCompensation Committee. We intend to adopt a clawback policy or amend our clawback policy consistent with the executive’s compensation, a material diminution in authority, duties or responsibilities, or a relocationrequirements of more than 50 miles, subject to our right to cure. A "Change in Control" means a change in our ownership or control effected by a direct or indirect acquisition of more than 50% of our total combined voting power, replacement of our directors by directors whose appointment or election is not endorsed by our directors serving immediately prior to such replacement, or a change in the ownership of a substantial portion of our assets.final Nasdaq listing standards implementing Exchange Act Rule 10D-1.





Chief Executive Officer Pay RatioPAY VERSUS PERFORMANCE
As required by Section 953(b)953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u)402(v) of Regulation S-K, we are providing the following informationdisclosure (the "Pay Versus Performance Disclosure") describes the relationship between executive compensation and the Company's performance with respect to our last completed fiscal year (2017). The pay ratioselect financial measures. For a complete description regarding the Company's compensation program, please see "Executive Compensation."
Year
Summary Compensation Table Total for PEO (1)
Compensation Actually Paid to PEO (2)
Average Summary Compensation Table Total for Non-PEO NEOs (1)
Average Compensation Actually Paid to Non-PEO NEOs (2)
Total Shareholder Return (3)
Net Income (Loss)
(in thousands) (4)
2022$1,675,074 $951,708 $855,118 $513,560 $44.18 $(8,917)
2021$1,001,273 $1,155,131 $499,112 $553,351 $120.36 $60,401 
(1)Compensation for the Company's Principal Executive Officer (the "PEO"), Greg Marken, reflects the amount reported belowin the "Summary Compensation Table" for the respective years. Average compensation for non-PEO NEOs is a reasonable estimate calculatedbased on the compensation for Morgan Fields and Joe Wong (collectively, the "non-PEO NEOs") reported in a manner consistent with Item 402(u) of Regulation S-K.the "Summary Compensation Table" for the respective years.
We have estimated(2)SEC rules require that certain adjustments be made to the median of the 2017 annual total compensation of our employees, excluding our CEO, to be $117,584. The annual total compensation of our CEO was $1,656,921. The ratio ofset forth in the annual total compensation of our CEO to the estimated median of the annual total compensation of our employees was 14 to 1.
To identify the median employee, as well as"Summary Compensation Table" in order to determine the annual total compensation of our median employee and our CEO, we took the following steps:
We determined our employee population,"compensation actually paid" for purposes of this disclosure, as of October 31, 2017;
To identifyPay Versus Performance Disclosure. "Compensation actually paid" does not represent cash and/or equity value transferred to the median employee from our employee population, we usedapplicable NEO, but rather is a value calculated under applicable SEC rules. The below table reflects the same methodology that we usedrequired adjustments to determine the annualreconcile total compensation of the CEO during the ten-month period ending on October 31, 2017 as a consistently applied compensation measure. Because all our employees are located in the United States, we did not make any cost-of-living adjustments;
Once we identified our median employee, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of the CEO, as reportedset forth in the Summary Compensation Table withinto "compensation actually paid" for purposes of the Executive Compensation section;Pay Versus Performance Disclosure.
With respect to
35

PEO
2022		PEO
2021		Non-PEO NEOs
2022		Non-PEO NEOs
2021
Summary Compensation Table Total$1,675,074$1,001,273$855,118 $499,112 
Less stock award value reported in Summary Compensation Table for the covered year(463,461)(361,987)(252,494)(192,707)
Plus the year-end fair value of outstanding unvested awards granted in covered year121,735 496,415 66,321 237,040 
Plus (less) change in year-end fair value of outstanding and unvested awards granted in prior years(367,519)22,536 (147,284)10,755 
Plus (less) change in fair value of awards granted in prior years that vested in the covered year(3,897)(3,106)(3,138)(849)
Less the prior year-end fair value of awards forfeited during the covered year(10,224)— (4,963)— 
Compensation Actually Paid$951,708 $1,155,131 $513,560 $553,351 
Fair values of equity awards set forth in the annual total compensationtable above are computed in accordance with FASB ASC Topic 718 as of our CEO, we used the amountend of the respective fiscal year, other than fair values of equity awards that vest in the covered year, which are valued as of the applicable vesting date. The valuation methodologies applied do not materially differ from the valuation methodologies applied at the time of grant.
(3)TSR is calculated based on the value of an initial fixed $100 investment in the Company. Further, the TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2021 and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K.
(4)Reflects "Net Income (Loss)" as reported in the "Total" column for 2017Company's Consolidated Statements of Operations included in the Summary Compensation Table withinCompany's Annual Reports on Form 10-K for each of the years ended December 31, 2022 and 2021.
Relationships Between Executive Compensation section.Actually Paid and Select Financial Performance Measures
The pay ratio rules provide companies with flexibilitycharts below are based on the information provided in the above table to selectillustrate the methodologyrelationships between the Company's compensation actually paid to the PEO and assumptions usedthe average compensation actually paid to identify the median employee, calculateCompany's non-PEO NEOs, and (i) the median employee's compensationCompany's cumulative total shareholder return and estimate(ii) the pay ratio. As a result, our methodology may differ from those used by other companies, which likely will make it very difficult to compare pay ratios with other companies, including those within our industry.

Company's net income (loss).
TSR Chart_PvP 2022.jpg

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Net Income Chart_PvP 2022 2.jpg
37

PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committeehas appointed Moss Adams LLP ("Moss Adams") to be the Company’sCompany's independent registered public accounting firm for the fiscal year ending December 31, 2018.2023. Moss Adams has served as the Company’sCompany's independent registered public accounting firm since 2017, including the fiscal year ended December 31, 2017.
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. This proposal will be deemed approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.
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.
Board Recommendation
Our Board recommends a vote "FOR" the ratification of the Audit Committee's appointment of Moss Adams LLP as the company'sCompany's independent registered public accounting firm for the fiscal year ending December 31, 20182023.

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REPORT OF THE AUDIT COMMITTEE
The Audit Committee’sCommittee's role and functions are described under the "Corporate Governance" section of this Proxy Statement.

The Audit Committee held nineeight meetings in 2017.2022. The Audit Committee has (i) reviewed and discussed the Company’sCompany's consolidated audited financial statements for the year ended December 31, 20172022 with the Company’sCompany's management; (ii) discussed with the Company’sCompany's current independent registered public accounting firm, Moss Adams, the matters required to be discussed by PCAOB standards regarding communication with audit committees, includingPublic Company Accounting Oversight Board ("PCAOB") and the overall scope and plans for their audits; andSEC; (iii) received the written disclosures and the letter from Moss Adams required by applicable requirements of the PCAOB regarding Moss Adams's communications with the Audit Committee concerning independence and has discussed with Moss Adams such independence.

As further discussed under the "Independent Registered Public Accounting Firm" section of this Proxy Statement, on November 16, 2017, the Audit Committee approved the engagementindependence of Moss Adams, following its combination on November 16, 2017Adams; and (iv) discussed and reviewed with Hein & Associates, LLP ("Hein"), to serve as the Company's independent registered public accounting firm to auditmanagement and Moss Adams other SEC filings occurring during the Company’s financial statements for the fiscal year ended December 31, 2017. Hein had served as the Company's independent registered public accounting firm since June 12, 2015 and had audited the Company's financial statements for the fiscal years ended December 31, 2016, 2015, 2014, 2013 and 2012 and had been appointed as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2017 on April 12, 2017.

2022.
Based on the review and discussions with management and the Company’s independent registered public accounting firm referred to above,Moss Adams, the Audit Committee recommended to the Board that the audited consolidated financial statements as of December 31, 2017 and 2016 and for the fiscal years ended December 31, 2017, 20162022 and 20152021 be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the "2017 Form 10-K").

2022.
On April 6, 2018,11, 2023, 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, 2018.2023. This appointment for 20182023 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.


Respectfully submitted,
The Audit Committee:J. Taylor Simonton, ChairpersonChair
Derek C. JohnsonCarol Eicher
R. Carter PateL. Spencer Wells


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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Effective November 16, 2017, Moss Adams combined with Hein, who had served as the Company's independent registered public accounting firm since 2015. As a result of this transaction, on November 16, 2017, Hein resigned as the independent registered public accounting firm for the Company. Concurrent with such resignation, our Audit Committee approved the engagement of Moss Adams as the independent registered public accounting firm for the Company for the fiscal year ended December 31, 2017.
In approving the selection of Moss Adams as the Company's independent registered public accounting firm for the year ending December 31, 2018, the Audit Committee and management completed a written evaluation of Moss Adams’ performance which included, among other criteria, quality of services provided; sufficiency of the firm’s resources; communications and interaction; and independence, objectivity and professional skepticism.
There were no disagreements on matters of accounting principles or practices, financial statement disclosures or audit scope or procedures between the Company and Moss Adams during the most recent fiscal year or any subsequent interim period.
The following table summarizes the fees of Moss Adams, (and its predecessor, Hein), our independent registered public accounting firm, for the fiscal years ended December 31, 20172022 and 2016,2021, respectively.
  2017 2016
(in thousands) Moss Adams Hein Hein
Audit fees (1) $279
 $205
 $524
Audit-related fees (2) —
 47
 30
Tax fees (3) —
 —
 —
All other fees (4) —
 —
 —
  $279
 $252
 $554
(in thousands)20222021
Audit fees (1)$854 $496 
Audit-related fees (2)14 12 
Tax fees (3)— — 
All other fees (4)— — 
$868 $508 
(1) This category includes fees related to the audit of our annual consolidated financial statements; audit of our internal control over financial reporting for the year ended December 31, 2022; 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).PCAOB.
(2)This category consists of fees for audit-related services that are reasonably related to the performance of the audit or review of our consolidated financial statements. Audit-related fees include fees related to audits of employee benefit plans and compliance audits.
(3)This category consists of fees for tax compliance, tax advice and tax planning services. We did not pay our independent registered public accounting firm tax fees for services during the years ended December 31, 2016 and 2017.
(2)     This category consists of fees for audit-related services that are reasonably related to the performance of the audit or review of our consolidated financial statements. Audit-related fees include fees related to audits of employee benefit plans.
(3)     This category consists of fees for tax compliance, tax advice and tax planning services. We did not pay our independent registered public accounting firm tax fees for services during the years ended December 31, 2022 and 2021.
(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, 20162022 and 2017.2021.
There were no disagreements on matters of accounting principles or practices, financial statement disclosures or audit scope or procedures between the Company and Moss Adams during the most recent fiscal year or any subsequent year.
AUDIT COMMITTEE APPROVAL OF SERVICES

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.Chair. The ChairmanChair reports such pre-approvals to the full Audit Committee at its next scheduled meeting. The Audit Committee ChairmanChair pre-approved 100% of the services provided by the independent registered public accounting firm in 2017.2022. None of the services of the independent registered public accounting firms in 20172022 were of the type specified in Rule 2-01(c)(7)(i)(C) of Regulation S-X.


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PROPOSAL FOUR
APPROVAL OF PREFERRED STOCK CONVERSION PROPOSAL
The Board is asking stockholders to approve the issuance of shares of the Company’s common stock in exchange for the outstanding shares of the Company’s Series A Preferred Stock as described below, which we refer to as the Preferred Stock Conversion Proposal. This proposal will be deemed approved if the votes cast in favor of the proposal exceed the votes cast opposing the proposal.
Background
Acquisition of Arq
On February 1, 2023, ADES entered into a Securities Purchase Agreement (the "Purchase Agreement") with Arq Limited, a company incorporated under the laws of Jersey ("Arq"), pursuant to which ADES acquired all of the direct and indirect equity interests of Arq’s subsidiaries (collectively, the "Purchased Interests") in exchange for consideration consisting of (i) 3,814,864 shares of common stock, par value $0.001 per share, of ADES (the "Common Stock"), representing 19.9% of the outstanding shares of Common Stock prior to the completion of the transactions contemplated by the Purchase Agreement, and (ii) 5,294,462 shares of Series A Convertible Preferred Stock, par value $0.001 per share, of ADES (the "Series A Preferred Stock" and the acquisition by ADES of the Purchased Interests, the "Transaction"). In connection with the issuance of the Series A Preferred Stock pursuant to the Purchase Agreement, ADES filed the Certificate of Designations of Preferred Stock for the Series A Preferred Stock (the "Certificate of Designations") with the Secretary of State of the State of Delaware. The Transaction closed concurrently with execution of the Purchase Agreement. The rights of the Series A Preferred Stock are set forth in a Certificate of Designations. Please see "Description of the Series A Preferred Stock" below for a complete description of the rights of the Series A Preferred Stock.
Description of Series A Preferred Stock
Each share of Series A Preferred Stock will be automatically converted into a share of Common Stock upon approval by the holders of the percentage of Common Stock required to approve such conversion under the applicable rules of The Nasdaq Stock Market ("Nasdaq"), without the need for any action on the part of the holders of the Series A Preferred Stock (the "Conversion Approval"). Each share of Series A Preferred Stock is deemed to have an original issue price of $4.00 per share (the "Original Issue Amount"). The number of shares of Common Stock issued upon conversion of each share of Series A Preferred Stock shall be equal to the product of (i) the sum of (A) the Original Issue Amount plus (B) an amount equal to the cumulative amount of the accrued and unpaid dividends on such share at such time (regardless of whether or not declared or funds for their payment are lawfully available) divided by (ii) the Original Issue Amount, subject to adjustment as provided in the Certificate of Designations.
Holders of the Series A Preferred Stock are entitled to receive cumulative dividends which accrue quarterly on the last day of each applicable quarter (whether or not declared or funds for their payment are lawfully available) and are payable quarterly, in arrears, on the earlier to occur of (a) the date any dividend is paid to holders of Common Stock with respect to such quarter and (ii) 30 days after the end of each quarter (the "Series A Quarterly Dividend") at the rate per share of Series A Preferred Stock equal to the greater of (i) if the Company declares a cash dividend on the Common Stock with respect to such quarter, the amount of the cash dividend that would be received by a holder of Common Stock in which such share of Series A Preferred Stock would be convertible on the record date for such cash dividend and (ii) an annual rate (the "Rate") of 8.0% of the Original Issue Amount per annum compounded quarterly (the "Coupon Dividend") with respect to such quarter. The Rate will increase by 2.0% on October 1, 2024 and on each subsequent anniversary of such date.
The Series A Quarterly Dividend is payable in cash or in additional shares of Series A Preferred Stock (the "Series A PIK Shares"), at the option of the Company. The number of Series A PIK Shares to be issued shall be determined by dividing (i) the Series A Quarterly Dividend payable with respect to all shares of Series A Preferred Stock held by a holder thereof by (ii) the aggregate Original Issue Amount of all shares of Series A Preferred Stock held by a holder thereof, and each fractional Series A PIK Share will be rounded to the nearest whole Series A PIK Share (with 0.5 of a share being rounded down to 0.0).
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In the event of the Company’s liquidation, dissolution or winding up, after payment or provision for payment of the Company’s debt and other liabilities, a holder of Series A Preferred Stock will receive a liquidating distribution equal to the amount of the cumulative accrued but unpaid dividends on each share of Series A Preferred Stock held by such holder. After the payment to the holders of Series A Preferred Stock of such liquidation preference, the holders of outstanding shares of Series A Preferred Stock will participate pari passu with the holders of Common Stock on an as-converted basis in any remaining distributions out of the Company’s assets available for distribution to stockholders.
Holders of shares of Series A Preferred Stock will generally have no voting rights. However, the Company is restricted from taking certain actions without the written consent or affirmative vote of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, including, but not limited to, consummating a merger of the Company with or into another party or a sale of substantially of the Company's assets, issuing Common Stock or instruments convertible into Common Stock representing more than 20% of the outstanding share capital of the Company to the extent the applicable issuance requires approval of holders of Common Stock pursuant to applicable law or the rules of the applicable stock exchange on which the Common Stock is listed, or authorizing, creating or issuing any Senior Stock or Parity Stock (each as defined in the Certificate of Designations) of the Company (or amending the provisions of any existing class of securities to make such class of securities Senior Stock or Parity Stock). In addition, the Company is restricted from amending the Company's Certificate of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred Stock without the written consent or affirmative vote of the holders of at least 75% of the then outstanding shares of Series A Preferred Stock.
If the Conversion Approval has not been obtained, each outstanding share of Series A Preferred Stock will be redeemed by the Company on February 1, 2028 for cash, at a redemption price equal to the sum of (i) the product of (x) 140% and (y) the Original Issue Amount, plus (ii) an amount equal to the cumulative amount of accrued and unpaid dividends on such share of Series A Preferred Stock (the "Redemption Amount").
Conversion of Series A Preferred Stock
Subject to stockholder approval of this Proposal Number 4, each share of Series A Preferred Stock will automatically be converted into one share of Common Stock. On March 31, 2023, we declared a dividend of 68,465 Series A PIK Shares with respect to the accrued dividends on the Series A Preferred Stock for the first quarter of 2023 (the "First Quarter PIK Dividend"). Following the payment of such dividend, there are 5,362,927 Series A Preferred Shares outstanding, and there are currently no accrued and unpaid dividends on the Series A Preferred Shares. A total of 5,362,927 shares of Common Stock are issuable upon conversion of the Series A Preferred Stock, assuming the approval of this Proposal Number 4. This Proposal Number 4 would provide the necessary approval to permit such conversion.
Shares Issuable Upon Conversion
The Series A Preferred Stock is intended to have rights that are generally equivalent to common stock, provided that the Series A Preferred Stock is entitled to receive the Series A Quarterly Dividend, shares of Series A Preferred Stock are entitled to be redeemed at the Redemption Amount if the Conversion Approval has not been obtained by February 1, 2028, and the Series A Preferred Stock does not have the right to vote on most matters (including the election of directors). Set forth below is a table summarizing the number of issued and outstanding shares of Series A Preferred Stock, as well as the number of shares of Common Stock that would be issued upon the Conversion Approval (assuming the Conversion Approval is approved at the Annual Meeting). The sale into the public market of the underlying common stock could materially and adversely affect the market price of our Common Stock. See "Certain Risks Associated with the Series A Preferred Stock" below.
Series A Preferred Stock Issued and OutstandingCommon Stock Issuable Upon Conversion of Series A Preferred Stock (Assuming the Conversion Approval is Obtained at the Annual Meeting)
Total, which includes shares of Series A Preferred Stock issued in the Transaction and in the First Quarter PIK Dividend5,362,927 5,362,927 
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Reasons for Stockholder Approval
Our Common Stock is listed on the Nasdaq Global Market, and, as such, we are subject to the applicable rules of the Nasdaq Stock Market LLC, including Nasdaq Listing Rule 5635(a), which requires stockholder approval in connection with the acquisition of another company if the Nasdaq-listed company will issue a number of shares of common stock that is equal to or greater than 20% of the number of shares of its then-outstanding common stock. Thus, in order to permit the issuance of Common Stock upon conversion of the Series A Preferred Stock, we must first obtain stockholder approval of this issuance.
Certain Risks Associated with the Series A Preferred Stock
In connection with the Transaction, we issued the Series A Preferred Stock to Arq. We are obligated under the Purchase Agreement to seek shareholder approval for the conversion of the Series A Preferred Stock into Common Stock. If we fail to obtain the Conversion Approval, we will be required to utilize the Company’s cash to pay the Series A Quarterly Dividend each quarter or, if we elect to satisfy the Series A Quarterly Dividends through the payment in kind with Series A PIK Shares, the issuance of such Series A PIK Shares will further dilute the equity interests of the holders of our Common Stock. In addition, if we fail to obtain the Conversion Approval, the coupon rate payable on the Series A Preferred Stock will increase by 2.0% on October 1, 2024 and on each subsequent anniversary thereof, which will further increase the amount of cash we would be required to pay each quarter on the Series A Preferred Stock (or increase the number of Series A PIK Shares that would be required to be issued in satisfaction of the Series A Quarterly Dividend). Further, if the Conversion Approval is not been obtained by February 1, 2028, each outstanding share of Series A Preferred Stock will be required to be redeemed by the Company on February 1, 2028 for cash, at a redemption price equal to the sum of (i) the product of (x) 140% and (y) the Original Issue Amount, plus (ii) an amount equal to the cumulative amount of accrued and unpaid dividends on such share of Series A Preferred Stock. If we are forced to redeem the Series A Preferred Stock, it could, among other matters, materially affect our cash flows and cash usage forecasts, require us to raise additional capital, impact our ability to raise additional capital or negatively impact our liquidity.
The conversion of the Series A Preferred Stock to Common Stock would dilute the ownership interest of existing holders of our Common Stock, and any sales in the public market of the Common Stock issuable upon conversion of the Series A Preferred Stock would increase the number of shares of our Common Stock available for public trading, and could adversely affect prevailing market prices of our Common Stock.
Interests of Certain Parties
As a result of the Transaction, Arq currently holds all of the shares of Series A Preferred Stock. Jeremy Blank, Richard Campbell-Breeden and Julian McIntyre, each of whom is a member of our Board of Directors, each owns equity interests in Arq. If the Conversion Approval is obtained and Arq elects to distribute the Common Stock it receives upon conversion of the Series A Preferred Stock to its shareholders, Mr. Blank or investment vehicles controlled or managed by Mr. Blank would be entitled to receive 770,662 shares of Common Stock, Mr. Campbell-Breeden or investment vehicles controlled or managed by Mr. Campbell-Breeden would be entitled to receive 52,711 shares of Common Stock, and Mr. McIntyre or investment vehicles controlled or managed by Mr. McIntyre would be entitled to receive 788,122 shares of Common Stock.
Board Recommendation
The Board recommends that you vote "FOR" the approval of the Preferred Stock Conversion Proposal. Stockholder approval of this proposal requires a "For" vote from the holders of a majority of votes properly cast at the Annual Meeting (subject to the separate tabulation of votes described in "General Matters—Voting Rights and Vote Required" set forth above).

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PROPOSAL FIVE
APPROVAL OF THE SIXTH AMENDMENT TO THE COMPANY'S TAX ASSET PROTECTION PLAN
The Board is asking stockholders to approve the Tax Asset Protection Plan, as amended on April 6, 2018, April 5, 2019, April 8, 2020, April 9, 2021 March 15, 2022 and April 13, 2023 (the "TAPP"). If our stockholders do not approve the TAPP at the 20182023 Annual Meeting, itthe TAPP will automatically expire on the business day following the meeting.December 31, 2023.
Background
We believe that we have valuable tax attributes which are significant assets of the Company. As of December 31, 2017,2022, we had several domestic tax attributes, including federalwhich includes general business credit carry-overs of approximately $100.4$86.1 million (the "Tax Assets"). Under the Internal Revenue Code and regulations promulgated by the U.S. Treasury Department, the Company may carry forward or otherwise utilize these Tax Assets in certain circumstances to offset any current and future taxable income and thusor reduce the Company’s federal income tax liability, subject to certain requirements and restrictions. To the extent that the Tax Assets do not otherwise become limited, the Company believes that it will have available a significant amount of Tax Assets in future years, and therefore these Tax Assets could be a substantial asset to the Company.
Our ability to use the Tax Assets could be substantially limited or delayed, however, if we experience an "ownership change," as defined in Section 382 of the Internal Revenue Code. In general, an ownership change occurs if there is a cumulative change in the ownership of the Company by 5% stockholders"5-percent shareholders" (as defined for tax purposes)purposes of Section 382 of the Internal Revenue Code) that exceeds 50 percentage points over an applicable testing period (which is generally a rolling three-year period.period). Accordingly, on May 5, 2017, after consultation with the Company’s legal and tax advisors, the Board adopted a Tax Asset Protection Plan (the "Original TAPP")the TAPP in order to protect the Company’sCompany's ability to utilize its Tax Assets and on April 6, 2018, April 5, 2019, April 8, 2020, April 9, 2021 and March 15, 2022 the Board approvedamended the TAPP to amendextend the Originalexpiration thereof, and on April 11, 2023 the Board again amended the TAPP to further extend the expiration thereof.
Calculating whether an "ownership change" has occurred is subject to uncertainty. This uncertainty arises from the complexity and ambiguity inherent in Section 382 of the Internal Revenue Code, as well as limitations on the knowledge that any publicly traded company can have about the ownership of and transactions in its securities. We have analyzed the information available, along with various scenarios of possible future changes in ownership. In light of this analysis, we believe that, in the absence of the TAPP, it is possible that we could undergo a subsequent "ownership change" under Section 382 of the Internal Revenue Code, which would substantially reduce our ability to utilize the Tax Assets. We believe the implementationcontinuation of the TAPP will serve the interests of all stockholders given the size of the Tax Assets and the potential loss of value should changes in our stock ownership occur that are sufficient to cause a 50 percentage point or greater "ownership change."
The TAPP is intended to act as a deterrent to any person acquiring beneficial ownership of 4.99% or more of the Company’s outstanding Common Stockstock without the approval of the Board. Stockholders who beneficially owned 4.99% or more of the Company’s outstanding Common Stockstock upon execution of the TAPP will not trigger the TAPP so long as they do not acquire beneficial ownership of additional shares of Common Stock.stock. The Board may, in its sole discretion, also exempt any person from triggering the TAPP.
If the stockholders do not approve the TAPP, the TAPP will expire on the business day following the 2018 Annual Meeting.December 31, 2023. If the stockholders approve the TAPP, it will expire on the earlier of (a) December 31, 2019,2024, (b) the time at which the Rights (described below) are redeemed pursuant to the TAPP, (c) the time at which the Rights are exchanged in full pursuant to the TAPP, (d) the effective date of the repeal of both Section 382 and Section 383 of the Internal Revenue Code, or any successor provisions or replacement provisions, if the Board determines that the TAPP is no longer necessary for the preservation of tax benefits or (e) the beginning of a taxable year of the Company for which the Board determines that the Company has or will have no Tax Assets.

Board Recommendation
The Board recommends that you vote “FOR” the approval of the Company’s Tax Asset Protection Plan.


Summary of Terms of the TAPP
The following description of the terms of the TAPP does not purport to be complete and is qualified in its entirety by reference to the TAPP, which is attached as AppendixAnnex A and is incorporated herein by reference. We urge you to read carefully the Original TAPP and TAPP in theirits entirety, as the discussion below is only a summary.

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The Rights. On May 5, 2017, the Board declared a dividend of one preferred share purchase right (each, a "Right") for each outstanding share of Common Stock to stockholders of record as of the close of business on May 22, 2017. One Right is also issued together with each share of Common Stock issued after May 22, 2017 but before the Distribution Date (as defined below) and, in certain circumstances, after the Distribution Date. Subject to the terms, provisions and conditions of the TAPP, if the Rights become exercisable, each Right would initially represent the right to purchase from the Company one ten-thousandth of a share of the Company’s Series B Junior Participating Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock") for a purchase price of $50.00 (the "Purchase Price"). If issued, each fractional share of Series B Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of Common Stock. However, prior to exercise, a Right does not give its holder any rights as a stockholder of the Company, including, without limitation, any dividend, voting or liquidation rights.
Initial Exercisability. The Rights will not be exercisable until the earlier of (i) ten business days after a public announcement that a person has become an "Acquiring Person" by acquiring beneficial ownership of 4.99% or more of the Company’sCompany's outstanding Common Stock, or, in the case of a person that had beneficial ownership of 4.99% or more of the Company’sCompany's outstanding Common Stock upon execution of the TAPP, by obtaining beneficial ownership of additional shares of Common Stock or (ii) ten business days (or such later date as may be specified by the Board prior to such time as any person becomes an Acquiring Person) after the commencement of a tender or exchange offer by or on behalf of a person that, if completed, would result in such person becoming an Acquiring Person.
The date that the Rights become exercisable is referred to as the "Distribution Date." Until the Distribution Date, Common Stock certificates or the ownership statements issued with respect to uncertificated shares of Common Stock will evidence the Rights. Any transfer of shares of Common Stock prior to the Distribution Date will also constitute a transfer of the associated Rights. After the Distribution Date, separate rights certificates will be issued and the Rights may be transferred other than in connection with the transfer of the underlying shares of Common Stock unless and until the Board has determined to effect an exchange pursuant to the TAPP (as described below).
Flip-In Event. In the event that a person becomes an Acquiring Person, each holder of a Right, other than Rights that are or, under certain circumstances, were beneficially owned by the Acquiring Person (which will thereupon become null and void), will thereafter have the right to receive upon exercise of a Right and payment of the Purchase Price, a number of shares of Common Stock having a market value of two times the Purchase Price.
Redemption. At any time until a person becomes an "Acquiring Person,"Person", the Board may redeem the Rights in whole, but not in part, at a price of $0.00001 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.
Exchange. At any time after a person becomes an Acquiring Person, the Board may exchange the Rights (other than Rights that have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock, or a fractional share of Series B Preferred Stock (or of a share of a similar class or series of the Company’s preferred stock having similar rights, preferences and privileges) of equivalent value, per Right (subject to adjustment). Immediately upon an exchange of any Rights, the right to exercise such Rights will terminate and the only right of the holders of Rights will be to receive the number of shares of Common Stock (or fractional share of Series B Preferred Stock or of a share of a similar class or series of the Company’s preferred stock having similar rights, preferences and privileges) equal to the number of such Rights held by such holder multiplied by the exchange ratio. The Board shall not be empowered to effect such exchange at any time after an Acquiring Person becomes the beneficial owner of 50% or more of the Company’s outstanding Common Stock.
Expiration. The Rights and the TAPP will expire on the earlier of (i) the close of business on the earlier of (a) December 31, 2019,2024, or (b) the business day immediately following the Company’s 2018 Annual Meeting (including any adjournment or postponement thereof)December 31, 2023 if stockholder approval has not been obtained prior to such date, (ii) the time at which the Rights are redeemed pursuant to the TAPP, (iii) the time at which the Rights are exchanged in full pursuant to the TAPP, (iv) the effective date of the repeal of both Section 382 and Section 383 of the Internal Revenue Code, or any successor provisions or replacement provisions, if the Board determines that the TAPP is no longer necessary for the preservation of tax benefits or (v) the beginning of a taxable year of the Company for which the Board determines that the Company has or will have no tax benefits.
45

Anti-Dilution Provisions. The Board may adjust the Purchase Price, the number of shares of Series B Preferred Stock or other securities or assets issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including among others, a stock dividend, a stock split or a reclassification of the Series B Preferred Stock or

Common Stock. With certain exceptions, no adjustments to the Purchase Price will be required until cumulative adjustments amount to at least 1% of the Purchase Price.
Amendments. For so long as the Rights are redeemable, the Board may supplement or amend any provision of the TAPP in any respect without the approval of the holders of the Rights. From and after the time the Rights are no longer redeemable, the Board may supplement or amend the TAPP only to cure an ambiguity, to alter time period provisions, to correct inconsistent provisions, or to make any additional changes to the TAPP which the Company may deem necessary or desirable, but only to the extent that those changes do not impair or adversely affect any Rights holder (other than an Acquiring Person or any Affiliate or Associate of an Acquiring Person or certain of their transferees) and do not result in the Rights again becoming redeemable or the TAPP again becoming amendable other than in accordance with this sentence.
Certain Considerations Related to the TAPP
Our Board believes that protecting the Tax Assets is in the Company’s and our stockholders’ best interests. Nonetheless, we cannot eliminate the possibility that changes in our stock ownership will occur sufficient to cause an "ownership change" even if the TAPP is approved. You should consider the factors below when making your decision.
Future Use and Amount of the Tax Assets is Uncertain. Our use of the Tax Assets depends on our ability to generate taxable income in the future. We cannot assure you whether we will have taxable income in any applicable period or, if we do, whether such income or tax liability will exceed any potential Section 382 or Section 383 limitation and therefore we cannot assure you that we will realize the full value of the Tax Assets.
Potential Challenge to the Tax Assets. The amount of the Tax Assets has not been audited or otherwise validated by the Internal Revenue Service (the "IRS"). The IRS could challenge the amount of the Tax Assets, which could result in an increase in our liability for income taxes. In addition, determining whether an "ownership change" has occurred is subject to uncertainty, both because of the complexity and ambiguity of the Section 382 provisions and because of limitations on the knowledge that any publicly traded company can have about the ownership of, and transactions in, its securities on a timely basis. Therefore, we cannot assure you that the IRS or other taxing authority will not claim that we experienced an "ownership change" and attempt to reduce the benefit of the Tax Assets even if the TAPP is in place.
Continued Risk of Ownership Change. Although the TAPP is intended to diminish the likelihood of an "ownership change,"change" under Section 382 of the Internal Revenue Code, we cannot assure you that it will be effective. The amount by which our ownership may change in the future could, for example, be affected by purchases and sales of stock by stockholders and new issuances or repurchases of stock by us, should we choose to do so.
Potential Effects on Liquidity. The TAPP is intended to deter persons or groups of persons from acquiring beneficial ownership of shares of our Common Stockstock in excess of the specified limitation. A stockholder’s ability to dispose of our Common Stockstock may be limited if the TAPP reduces the number of persons willing to acquire our Common Stockstock or the amount they are willing to acquire.
Potential Impact on Value. The TAPP could negatively impact the value of our Common Stockstock by deterring persons or groups of persons from acquiring shares of our Common Stock,stock, including in acquisitions for which some stockholders might receive a premium above market value.
Anti-Takeover Effect. Our Board adopted the TAPP to diminish the risk that our ability to use the Tax Assets to reduce potential federal income tax obligations becomes limited. Nonetheless, the TAPP may have an "anti-takeover effect" because it will deter a person or group of persons from acquiring beneficial ownership of 4.99% or more of our Common Stockstock or, in the case of persons or persons that already own 4.99% or more of our Common Stock,stock, from acquiring any additional shares of our Common Stock.stock. The TAPP could discourage a merger, tender offer or accumulations of substantial blocks of shares.shares of our stock.

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Board Recommendation

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)The Board recommends that you vote "FOR" the approval of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10%Company’s Sixth Amendment 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.Tax Attributes Protection Plan.


For the fiscal year ended December 31, 2017, there were no persons subject to Section 16(a) beneficial ownership reporting in which a late report was filed. The Company is not aware of any unreported transactions for 2017.
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OTHER MATTERS

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.
PROPOSALS OF STOCKHOLDERS FOR PRESENTATION AT THE NEXT ANNUAL MEETING OF STOCKHOLDERS
We anticipate that the next Annual Meetingannual meeting of Stockholdersstockholders for the Company will be held in June 2019.2024.
Any stockholder of record who desires to submit a proper proposal for inclusion in the proxy material related to the next Annual Meeting2024 annual meeting of Stockholdersstockholders pursuant to Rule 14a-8 of the Exchange Act or the Company's bylaws must do so in writing in care of Greg P. Marken, Chief Financial OfficerClay Smith, General Counsel and Secretary, at 640 Plaza Drive, Suite 270, Highlands Ranch,8051 E. Maplewood Ave., Ste. 210, Greenwood Village, Colorado 8012980111 no later than December 28, 2018.[ ], 2023. In addition, our bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by stockholders at a meeting (but not for inclusion in the proxy statement). To be timely, a stockholder who intends to present nominations or a proposal at the 2024 annual meeting of stockholders other than pursuant to the Rule 14a-8 of the Exchange Act must provide notice in writing in care of Clay Smith, General Counsel and Secretary, at 8051 E. Maplewood Ave., Ste. 210, Greenwood Village, Colorado 80111 no later than [ ], 2023, provided, however, that the Company’s bylaws provide that if the date of the annual meeting has been changed by more than thirty (30) days from the date on which the previous year’s annual meeting was held, notice by the stockholder to be timely must be so received not later than the close of business on the later of one hundred twenty (120) calendar days in advance of such annual meeting or ten (10) calendar days following the date of public disclosure of the date of such meeting. If a stockholder intends to submit a proposal at the meeting2024 Annual Meeting of Stockholders that is not included in our Proxy Statement,corresponding proxy statement, and the stockholder fails to timely notify us prior to March 15, 2019 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,next 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. In addition to satisfying the deadlines in the advance notice provisions of our bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 in care of Clay Smith, General Counsel and Secretary, no later than April 14, 2024.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements, annual reports, or notices of internet availability of proxy materials with respect to two or more stockholders sharing the same address by delivering a single proxy statement, annual report, or notice of internet availability of proxy materials addressed to those stockholders. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies.
Brokers with account holders who are Company stockholders may be "householding" our proxy materials. A single proxy statement, annual report, or notice of internet availability of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be "householding" communications to your address, "householding" will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in "householding."
If, at any time, you no longer wish to participate in "householding" and would prefer to receive a separate proxy statement, annual report, or notice of internet availability of proxy materials, you may (1) notify your broker, (2) direct your written request to: Advanced Emissions Solutions, Inc., Attn: Corporate Secretary, 8051 E. Maplewood Ave., Ste. 210, Greenwood Village, Colorado 80111, Telephone: 888-822-8617 or (3) contact our Investor Relations department by telephone at 312-445-2870. Stockholders who currently receive multiple copies of the proxy statement, annual report, or notice of internet availability of proxy materials at their address and would like to
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request "householding" of their communications should contact their broker. In addition, the Company will deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement, annual report, or notice of internet availability of proxy materials promptly to any stockholder at a shared address to which a single copy of the documents was delivered.
ADDITIONAL INFORMATION

We filed our Annual Report on Form 10-K for the fiscal year ended December 31, 20172022 (the "2022 Form 10-K") with the SEC on March 12, 2018. Our Annual Report8, 2023. The 2022 Form 10-K is being made available to our stockholders concurrently with this Proxy Statement and does not form part of the proxy solicitation material. It is available free of charge at the Company's website at www.advancedemissionssolutions.com or the SEC's web site at www.sec.gov. Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.

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Upon written request by a stockholder, we will mail, without charge, a copy of the 20172022 Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the 20172022 Form 10-K. Exhibits to the 20172022 Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. Such requests may be made by writing to our Corporate Secretary at the following address or telephone number:

Advanced Emissions Solutions, Inc.
Attn: Corporate Secretary
640 Plaza Drive, Suite 2708051 E. Maplewood Ave., Ste. 210
Highlands Ranch,Greenwood Village, Colorado 8012980111
Telephone: 888-822-8617
In addition, if you have any questions about the proposals, you may contact:

Alpha IR Group
Chris Hodges or Ryan Coleman
312-445-2870
ades@alpha-ir.com

WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any of the information on file with the SEC at the SEC’sSEC's public reference room, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800- SEC-03301-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available on the SEC’sSEC's web site located at http://www.sec.gov, and certain filings are available on the Company’sCompany's web site at www.advancedemissionssolutions.com.

Please note that the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.
If you would like to request documents from us, please do so by June 5, 2018May 30, 2023 to receive them before the Annual Meeting. We will send requested documents by first-class mail within one business day after receiving the request.
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.

This Proxy Statement is dated April [ ], 2018.2023. You should not assume the information contained in this Proxy Statement is accurate as of any date other than this date, and the mailing of this Proxy Statement to stockholders shall not imply information is accurate as of any other date.


BY ORDER OF THE BOARD OF DIRECTORS
By:/s/ Greg P. Marken
Greg P. Marken
Chief FinancialExecutive Officer Treasurer and SecretaryTreasurer


Dated: April [ ], 20182023



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APPENDIX A



FIRSTSIXTH AMENDMENT TO
TAX ASSET PROTECTION PLAN


This FIRSTSIXTH AMENDMENT TO TAX ASSET PROTECTION PLAN (this “Amendment”"Amendment") is entered into as of April 6, 2018,13, 2023, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”"Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the “"Rights Agent”Agent"). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent, (the “TAPP”as amended by the First Amendment to Tax Asset Protection Plan, dated as of April 6, 2018, the Second Amendment to Tax Asset Protection Plan, dated as of April 5, 2019, the Third Amendment to Tax Asset Protection Plan, dated as of April 8, 2020, the Fourth Amendment to Tax Asset Protection Plan, dated as of April 9, 2021, and the Fifth Amendment to Tax Asset Protection Plan, dated as of March 15, 2022 (collectively, the "TAPP").

RECITALS

WHEREAS, the Company and the Rights Agent are parties to the TAPP; and

WHEREAS, pursuant to Section 26 of the TAPP, the Company and the Rights Agent desire to amend the TAPP as set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:

1.Amendment of Section 1(w). The definition of “Final"Final Expiration Date”Date" set forth in Section 1(w) of the TAPP is hereby amended and restated to read in its entirety as follows:
“(w) “"w) "Final Expiration Date”Date" shall mean the Close of Business on the earlier of (i) December 31, 20192024 or (ii) the Business Day immediately following the Company’s 2018 annual meeting of stockholders (including any adjournment or postponement thereof)December 31, 2023 if Stockholder Approval has not been obtained prior to such date.”"
2.Addition of Section 1(vv). The TAPP is hereby amended to add the following as Section 1(vv):
“(vv) “Stockholder Approval” shall mean the approval of this Agreement by the stockholders of the Company where the votes cast in favor of approval of the Agreement exceed the votes cast against it.”
3.Amendment of Exhibit B (Form of Rights Certificate). The introductory paragraph of Exhibit B to the TAPP is hereby deleted and replaced with the following:
“"NOT EXERCISABLE AFTER THE EARLIER OF (I) DECEMBER 31, 20192024 OR (II) THE BUSINESS DAY IMMEDIATELY FOLLOWING THE COMPANY'S 2018 ANNUAL MEETING OF STOCKHOLDERS (INCLUDING ANY ADJOURNMENT OR POSTPONEMENT THEREOF) IF STOCKHOLDER APPROVAL HAS NOT BEEN OBTAINED PRIOR TO SUCH DATE,DECEMBER 31, 2023 if Stockholder Approval has not been obtained prior to such date, OR SUCH EARLIER DATE AS PROVIDED BY THE TAX ASSET PROTECTION PLAN. THE RIGHTS ARE SUBJECT TO REDEMPTION AND EXCHANGE AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE TAX ASSET PROTECTION PLAN. UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE TAX ASSET PROTECTION PLAN, RIGHTS THAT ARE OR WERE BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE TAX ASSET PROTECTION PLAN) MAY BECOME NULL AND VOID.”"
4.3.Amendment of Exhibit C (Summary of Rights). Exhibit C to the TAPP is hereby amended in that the section titled “Expiration”"Expiration" is deleted and replaced with the following:
“"Expiration. The Rights and the Plan will expire on the earlier of (i) the Close of Business on the earlier of (a) December 31, 20192024 or (b) the Business Day immediately following the Company’s 2018 Annual Meeting of Stockholders (including any adjournment or postponement thereof)December 31, 2023 if Stockholder Approval has

not been obtained prior to such date, (ii) the time at which the Rights are redeemed pursuant to the Plan, (iii) the time at which the Rights are exchanged in full pursuant to the Plan, (iv) the effective date of the repeal of both Section 382 and Section 383 of the Internal Revenue Code, or any successor provisions or replacement provisions, if the Board determines that the Plan is no longer necessary for the preservation of Tax Benefits or (v) the beginning of a taxable year of the Company for which the Board determines that the Company has or will have no Tax Benefits.”"

5.4.Agreement as Amended. The term “Agreement”"Agreement" as used in the TAPP shall be deemed to refer to the TAPP as amended hereby.amended. Except as set forth herein, the TAPP shall remain in full force and effect and otherwise shall
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be unaffected hereby, and each of the Company and the Rights Agent shall continue to be subject to its terms and conditions.

6.5.Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if such excluded terms, provisions, covenants or restrictions shall adversely affect the rights, immunities, liabilities, duties, responsibilities or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.

7.6.Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

8.7.Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A facsimile or .pdf signature deliveredexecuted and/or transmitted electronically shall constitute an original signature for all purposes.

9.8.Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[Signature Page FollowFollows]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed as of the date first above written.
ADVANCED EMISSIONS SOLUTIONS, INC.
By:/s/ Greg Marken
Name: Greg Marken
Title: Chief Executive Officer
ADVANCED EMISSIONS SOLUTIONS, INC.
By:/s/ L. Heath Sampson
Name: L. Heath Sampson
Title: President & CEO
COMPUTERSHARE TRUST COMPANY, N.A.
By:/s/ Patrick HayesKathy Heagerty
Name: Patrick HayesKathy Heagerty
Title: Vice President & Manager, Client Management




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Directions to the Denver Marriott Tech Center located at 4900 S. Syracuse Street, Denver, Colorado 80237

Take Highway I-25 north to Belleview exit, exit East on Belleview. Left at first light, S Syracuse, proceed to Hotel entrance on left.

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