Charah Solutions, Inc. 8.50% Se (CHRB) DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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CHARAH SOLUTIONS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CHARAH SOLUTIONS, INC.

Notice of Annual Meeting

and

Proxy Statement

2022 Annual Meeting of Stockholders

June 8, 2022

 

CHARAH SOLUTIONS, INC.

12601 Plantside Drive

Louisville, Kentucky 40299

April 29, 2022

Dear Stockholder:

On behalf of the Board of Directors and the management of Charah Solutions, Inc., I invite you to the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 10:00 a.m., Eastern Time, on Wednesday, June 8, 2022. This year’s Annual Meeting will be held exclusively via live webcast. As a result of the online format, we are able to expand participant access, improve communication with our stockholders, and reduce costs, all while providing our stockholders the same opportunities to vote and ask questions that they would have had at an in-person meeting. This approach also enables participation by our national community and aligns with our strategic goal to lead with broader sustainability goals.

Details regarding how to participate in the Annual Meeting via live webcast and the business to be conducted are described in the accompanying Notice of 2022 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. I hope that you will participate in the Annual Meeting, but even if you are planning to participate, I strongly encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.

Thank you for your continued support.

Sincerely,

 

Jack A. Blossman, Jr.

Chairman of the Board

CHARAH SOLUTIONS, INC.

12601 Plantside Drive

Louisville, Kentucky 40299

(502) 245-1353

Notice of 2022 Annual Meeting of Stockholders

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Charah Solutions, Inc. (the “Company”) will be held at 10:00 a.m., Eastern Time, on Wednesday, June 8, 2022, via live webcast at www.virtualshareholdermeeting.com/CHRA2022. The purpose of the Annual Meeting is to consider and take action on the following matters:

1.
Election of the two Class I directors nominated by the Board of Directors;

2.
Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022; and

3.
Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors recommends that you vote “FOR ALL” for Item 1 and “FOR” for Item 2. The proxy holders will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjournment or postponement thereof.

Stockholders of record as of the close of business on April 19, 2022, will be entitled to vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CHRA2022. To participate in the Annual Meeting via live webcast, you will need the 16-digit control number, which can be found on the proxy card or Notice of Internet Availability of Proxy Materials provided or the instructions that you receive by e-mail. The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. Online check-in will begin at 9:30 a.m., Eastern Time. Please allow ample time for the online check-in process.

Holding the Annual Meeting via live webcast allows us to communicate more effectively with more of our stockholders.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the meeting. If you are a stockholder of record and received a paper copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote by telephone; (ii) vote via the Internet; or (iii) complete, sign, date and return your proxy card in the postage-paid envelope provided. If you are a stockholder of record and received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares by proxy at the Internet site address listed on your Notice. If you hold your shares through an account with a bank, broker, or similar organization, please follow the instructions you receive from the stockholder of record to vote your shares.

By Order of the Board of Directors,

 

Steven A. Brehm

Corporate Secretary

 

April 29, 2022

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on June 8, 2022:

 

The Notice of Annual Meeting and Proxy Statement and the 2021 Annual Report to Stockholders

are available at www.proxyvote.com.

Table of Contents

		Page
General Information		2
Security Ownership of Certain Beneficial Owners and Management		6
Proposal 1:	Election of Directors	8
	Director Nominees	8
	Continuing Directors	9
Corporate Governance		13
	The Board of Directors	13
	Documents Available	13
	Director Independence	13
	Hedging and Pledging Policies	14
	Share Ownership Guidelines and Share Retention Policy	14
	Board Leadership Structure	14
	Board Committees	15
	Director Meeting Attendance	17
	Director Nomination Process	17
	Stockholder Recommendations of Director Candidates	18
	Annual Evaluation of Directors and Board Committee Members	19
	Policy for Review of Related Party Transactions	19
	Related Party Transactions	20
	The Board’s Role in Risk Oversight	23
	Compensation Committee Advisors	24
	Communications with the Board of Directors	24
Director Compensation		25
Executive Compensation		26
	Summary Compensation Table	26
	Outstanding Equity Awards at Fiscal Year-End	27
	Additional Narrative Disclosures	28
Delinquent Section 16(a) Reports		30
Compensation Committee Report		30
Audit Committee Report		31
Proposal 2:	Ratification of the Appointment of Independent Registered Public Accounting Firm	32
	Fees Paid to Independent Registered Public Accounting Firm	32
	Audit Committee Pre-Approval of Audit and Non-Audit Services	32
Equity Compensation Plan Information		34
Additional Information		34
	Stockholder Proposals for the 2023 Annual Meeting of Stockholders	34
	2021 Annual Report to Stockholders	35
	Annual Report on Form 10-K	35
	Householding	35

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PROXY STATEMENT

      

The Board of Directors (the “Board of Directors” or the “Board”) of Charah Solutions, Inc. (“Charah Solutions,” the “Company,” “we,” “us” or “our”) is providing these materials to you in connection with the 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 10:00 a.m., Eastern Time, on Wednesday, June 8, 2022, via live webcast at www.virtualshareholdermeeting.com/CHRA2022.

General Information

Why did I receive these materials?

You received these materials because the Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that Charah Solutions is required to provide you under the Securities and Exchange Commission rules and regulations (the “SEC rules”) and is designed to assist you in voting your shares.

What is a proxy?

The Board is asking for your proxy. This means you authorize persons selected by the Company to vote your shares at the Annual Meeting in the way that you instruct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted in accordance with the stockholder’s specific voting instructions.

Why did I receive a one-page notice regarding Internet availability of proxy materials instead of a full set of proxy materials?

The SEC rules allow companies to choose the method for delivery of proxy materials to stockholders. For most stockholders, the Company has elected to mail a notice regarding the availability of proxy materials on the Internet (the “Notice of Internet Availability”), rather than sending a full set of these materials in the mail. The Notice of Internet Availability, or a full set of the proxy materials (including the Proxy Statement and form of proxy), as applicable, was sent to stockholders beginning April 29, 2022, and the proxy materials were posted on the investors portion of the Company’s website, www.charah.com, and on the website referenced in the Notice of Internet Availability on the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the cost of the Annual Meeting. If you would like to receive a paper or e-mail copy of the proxy materials, you should follow the instructions in the Notice of Internet Availability for requesting a copy.

What is included in these materials?

These materials include:

• the Notice of Annual Meeting and Proxy Statement; and

• the 2021 Annual Report to Stockholders, which contains the Company’s audited consolidated and combined financial statements.

If you received a paper copy of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.

What items will be voted on at the Annual Meeting?

There are two (2) proposals scheduled to be voted on at the Annual Meeting:

• the election of the two Class I directors nominated by the Board of Directors; and

• the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022.

The Board is not aware of any other matters to be brought before the Annual Meeting. If other matters are properly raised at the Annual Meeting, the proxy holders may vote any shares represented by proxy in their discretion.

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What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

• “FOR ALL” for the election of the two Class I directors nominated by the Board of Directors; and

• “FOR” the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022.

Who can participate in the Annual Meeting? The Annual Meeting will be held exclusively via live webcast. Participation in the Annual Meeting is limited to:

• stockholders of record as of the close of business on April 19, 2022;

• holders of valid proxies for the Annual Meeting; and

• invited guests.

To participate in the Annual Meeting via live webcast, you will need the 16-digit control number, which can be found on the proxy card or Notice of Internet Availability provided or the instructions that you otherwise may receive. The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on Wednesday, June 8, 2022. Online check-in will begin at 9:30 a.m., Eastern Time. Please allow ample time for the online check-in process.

When is the record date and who is entitled to vote?

The Board set April 19, 2022, as the record date. As of the record date, 33,725,844 shares of Common Stock, par value $0.01 per share, of Charah Solutions (the “Common Stock”) were issued and outstanding and 26,000 shares of Series A Preferred Stock, par value $0.01 per share, of Charah Solutions (the “Preferred Stock” and, together with the Common Stock, collectively, the “Voting Stock”) were issued and outstanding. Stockholders are entitled to one vote per share of Common Stock and 469 votes per share of Preferred Stock outstanding on the record date on any matter properly presented at the Annual Meeting.

What is a stockholder of record?

A stockholder of record or registered stockholder is a stockholder whose ownership of Voting Stock is reflected directly on the books and records of Charah Solutions’ transfer agent, American Stock Transfer & Trust Company, LLC. If you hold Voting Stock through an account with a bank, broker, or similar organization, you are considered the beneficial owner of shares held in street name and are not a stockholder of record. For shares held in street name, the stockholder of record is your bank, broker, or similar organization. Charah Solutions only has access to ownership records for the registered shares.

How do I vote?

You may vote by any of the following methods:

• Remotely. Stockholders of record and beneficial owners of shares held in street name may participate in the Annual Meeting via live webcast and cast their vote online during the meeting prior to the closing of the polls by visiting www.virtualshareholdermeeting.com/CHRA2022.

• By telephone or via the Internet. Stockholders of record may vote by proxy, by telephone or via the Internet, by following the instructions included in the proxy card or Notice of Internet Availability provided or the instructions that you receive by e-mail. If you are a beneficial owner of shares held in street name, your ability to vote by telephone or via the Internet depends on the voting procedures of the stockholder of record (e.g., your bank, broker, or other nominee). Please follow the instructions included in the voting instruction form or Notice of Internet Availability provided to you by the stockholder of record.

• By mail. Stockholders of record and beneficial owners of shares held in street name may vote by proxy by completing, signing, dating, and returning the proxy card or voting instruction form provided.

How can I revoke my proxy or change my vote?

• Stockholders of record. You may revoke your proxy or change your vote at any time prior to the taking of the vote at the Annual Meeting by (i) submitting a written notice of revocation to the Company’s

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Corporate Secretary at Charah Solutions, Inc., 12601 Plantside Drive, Louisville, Kentucky 40299; (ii) delivering a proxy bearing a later date using any of the voting methods described in the immediately preceding Q&A, including by telephone or via the Internet, and until the applicable deadline for each method specified in the accompanying proxy card or the Notice of Internet Availability; or (iii) participating in the Annual Meeting via live webcast and voting online during the meeting prior to the closing of the polls. Participation in the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote online during the meeting prior to the closing of the polls. For all methods of voting, the last vote cast will supersede all previous votes.

• Beneficial owners of shares held in street name. You may revoke or change your voting instructions by following the specific instructions provided to you by the stockholder of record (e.g., your bank, broker, or other nominee).

What happens if I vote by proxy and do not provide specific voting instructions?

• Stockholders of record. If you are a stockholder of record and you vote by proxy, by telephone, via the Internet or by returning a properly executed and dated proxy card by mail, without providing specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion for any other matters properly presented for a vote at the Annual Meeting.

• Beneficial owners of shares held in street name. If you are a beneficial owner of shares held in street name and you do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, the organization that holds your shares will inform the inspector of elections that it does not have the authority to vote on that matter with respect to your shares. This is referred to as a “broker non-vote.” Proposal 1, the election of directors is a “non-routine” matter. Consequently, without your voting instructions, the organization that holds your shares cannot vote your shares on this proposal. Proposal 2, the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022, is considered a “routine” matter.

What is the voting requirement to approve each of the proposals?

• Proposal 1, Election of Directors. Directors shall be elected by a plurality of the votes cast (meaning that the two Class I director nominees who receive the highest number of votes cast “for” their election will be elected as directors).

• Proposal 2, Ratification of the Appointment of Independent Registered Public Accounting Firm. Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022 requires the affirmative vote of a majority of the voting power of the outstanding shares of Voting Stock present or represented by proxy and entitled to vote on the proposal (meaning that of the total votes of all shares of Voting Stock present or represented by proxy at the Annual Meeting and entitled to vote on Proposal 2, a majority of them must be “for” the proposal for it to be approved).

• Other Items. Approval of any other matters requires the affirmative vote of a majority of the voting power of the outstanding shares of Voting Stock present or represented by proxy and entitled to vote on the item (meaning that of the total votes of all shares of Voting Stock present or represented by proxy at the Annual Meeting and entitled to vote, a majority of them must be “for” the item for it to be approved).

What is the quorum for the Annual Meeting? How are “withhold” votes, abstentions and broker non-votes treated?

The presence, by participating remotely via live webcast or by proxy, of the holders of a majority of the voting power of all of the outstanding shares entitled to vote is necessary for the transaction of business at the Annual

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Meeting. Your shares are counted as being present if you participate remotely via live webcast or vote by telephone, via the Internet or by returning a properly executed and dated proxy card or voting instruction form by mail. “Withhold” votes, abstentions and broker non-votes are counted as present for the purpose of determining a quorum for the Annual Meeting.

With respect to Proposal 1, the election of directors, only “for” and “withhold” votes may be cast. Broker non-votes are not considered votes cast for the foregoing purpose and will therefore have no effect on the election of director nominees. “Withhold” votes will also have no effect on the election of director nominees.

With respect to Proposal 2, the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022, you may vote “for” or “against” this proposal, or you may “abstain” from voting on this proposal. An abstention will be counted as a vote present or represented and entitled to vote on this proposal and will have the same effect as a vote “against” this proposal. As discussed above, because Proposal 2, the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022, is considered a “routine” matter, we do not expect any broker non-votes with respect to this proposal.

Who are the proxy holders and how will they vote?

The persons named as attorneys-in-fact in the proxies, Scott A. Sewell, Roger D. Shannon, and Steven A. Brehm, were selected by the Board and are officers and, with respect to Mr. Sewell, a director of the Company. If you are a stockholder of record and you return a properly executed and dated proxy card but do not provide specific voting instructions, your shares will be voted on the proposals as follows:

• “FOR ALL” for the election of the two Class I directors nominated by the Board of Directors; and

• “FOR” the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022.

• If other matters properly come before the Annual Meeting and you do not provide specific voting instructions, your shares will be voted on such matters in the discretion of the proxy holders.

Who pays for solicitation of proxies?

The Company is paying the cost of soliciting proxies and will reimburse brokerage firms and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their proxies. In addition to soliciting the proxies by mail and the Internet, certain of the Company’s directors, officers, and employees, without compensation, may solicit proxies personally or by telephone, facsimile and e-mail.

What if I have difficulties locating my 16-digit control number prior to the day of the Annual Meeting on June 8, 2022?

Prior to the day of the Annual Meeting on June 8, 2022, if you need assistance with your 16-digit control number and you are a stockholder of record, please call or e-mail Steven A. Brehm, the Company’s Corporate Secretary, at (502) 245-1353 or sbrehm@charah.com for assistance. If you are a beneficial owner of shares held in street name, you will need to contact the stockholder of record (e.g., your bank, broker, or other nominee) for assistance with your 16-digit control number.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the live webcast of the meeting?

If you encounter any difficulties accessing the live webcast of the Annual Meeting during the online check-in process or during the meeting itself, including any difficulties with your 16-digit control number, technical support, including related technical support phone numbers, will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/CHRA2022 beginning at 9:30 a.m., Eastern Time, though the conclusion of the Annual Meeting.

Where can I find the voting results of the Annual Meeting?

The Company will announce preliminary or final voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) within four business days of the completion of the meeting.

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Security Ownership of Certain Beneficial Owners and Management

The table below provides information about the beneficial ownership of the Voting Stock as of April 19, 2022, by each person known by the Company to beneficially own more than 5% of the outstanding shares of any class or series of the Voting Stock as well as by each director, director nominee and Named Executive Officer and by all directors and executive officers as a group. In computing the number of shares beneficially owned, shares deemed outstanding include shares of restricted Common Stock, given such shares have voting rights. The ownership percentage is based on 33,725,844 shares of Common Stock and 26,000 shares of Preferred Stock, in each case, outstanding as of April 19, 2022. Except as otherwise indicated in the footnotes below, each of the persons named in the table has sole voting and investment power with respect to the securities indicated as beneficially owned by such person, subject to community property laws where applicable. Unless otherwise indicated in the footnotes below, the address for each of the beneficial owners is c/o Charah Solutions, Inc., 12601 Plantside Drive, Louisville, Kentucky 40299.

Until conversion, the holders of the Preferred Stock vote together with the Common Stock on an as-converted basis and also have rights to vote as a separate class on certain customary matters impacting the Preferred Stock.

Name	Number of Shares of Common Stock and Nature of Beneficial Ownership	Percentage of Common Stock	Number of Shares of Preferred Stock	Percentage of Preferred Stock	Percentage of Voting Stock
Principal Stockholders:
BCP Energy Services Fund-A, LP	7,031,019(1)	20.85%	—	—	15.31%
BCP Energy Services Fund, LP	5,074,443(1)	15.05%	—	—	11.05%
Charah Holdings LP	2,826,833(1)	8.38%	—	—	6.16%
Charah Preferred Stock Aggregator, LP	—	—	26,000	100.0%	26.55%
Portolan Capital Management, LLC, and related parties	3,508,947(2)	10.40%	—	—	7.64%
American Century Investment Management, Inc., and related entities	2,532,394(3)	7.51%	—	—	5.51%
B. Riley Securities, Inc.	2,888,889(4)	8.57%	—	—	6.29%
North Run Capital, L.P., and related parties	2,137,500(5)	6.33%	—	—	4.65%
Directors, Director Nominees and Named Executive Officers:
Scott A. Sewell	419,256	1.24%	—	—	*
Roger D. Shannon	104,418	*	—	—	*
Jack A. Blossman, Jr.	55,505	*	—	—	*
Mignon L. Clyburn	42,171	*	—	—	*
Robert C. Flexon	63,005	*	—	—	*
Timothy J. Poché	—	—	—	—	—
Timothy Alan Simon	2,411	*	—	—	*
Mark Spender	—	—	—		—
Dennis T. Whalen	—	—	—	—	*
Kenneth Young	—	—	—	—	—
Directors and executive officers as a group (10 persons)(7)	686,766	2.04%	—	—	1.50%

*
Less than 1%.

(1)
Bernhard Capital Partners Management, LP’s (“BCP’s”) interest is held through Charah Holdings LP (“Charah Holdings”), BCP Energy Services Fund-A, LP and BCP Energy Services Fund, LP (collectively, the “BCP Energy Services Funds”) and Charah Preferred Stock Aggregator, LP. The general partner of Charah Holdings is Charah Holdings GP LLC. Charah Holdings GP LLC is owned by the BCP Energy Services Funds. The general partner of Charah Preferred Stock Aggregator, LP is Charah Preferred Stock Aggregator GP, LLC. The general partner of both the BCP Energy Services Funds and Charah Preferred Stock Aggregator GP, LLC is BCP Energy Services Fund GP, LP, and the general partner of BCP Energy Services Fund GP, LP is BCP Energy Services Fund UGP, LLC. BCP Energy Services Fund UGP, LLC is managed by J.M. Bernhard, Jr. and Jeff Jenkins. Each of the BCP entities and Messrs.

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Bernhard and Jenkins may be deemed to beneficially own such shares directly or indirectly controlled, but each disclaims beneficial ownership of such shares in excess of its or his pecuniary interest therein. Company directors, Messrs. Poché and Spender collectively own less than 5% of a general partnership which owns less than 5% of each of BCP Energy Services Fund, LP and BCP Energy Services Fund-A, LP. The address of each of the BCP entities and Messrs. Bernhard and Jenkins is 400 Convention Street, Suite 1010, Baton Rouge, Louisiana 70802.

(2)
This information is based upon a Schedule 13G filed with the SEC on January 6, 2022, directly by Portolan Capital Management, LLC and indirectly by George McCabe, each of whose address is 2 International Place, FL 26, Boston, MA 02110. The Schedule 13G reports that each of Portolan Capital Management, LLC and George McCabe has sole voting and sole dispositive power over 3,508,947 shares of Common Stock.

(3)
This information is based upon a Schedule 13G filed with the SEC on February 4, 2022, jointly by American Century Capital Portfolios, Inc., American Century Companies, Inc., American Century Investment Management, Inc., and Stowers Institute for Medical Research, each of whose address is 4500 Main Street, 9th Floor, Kansas City, Missouri 64111. The Schedule 13G reports that each of American Century Companies, Inc., American Century Investment Management, Inc., and Stowers Institute for Medical Research has sole voting power over 2,478,473 shares of Common Stock, shared voting power over no shares of Common Stock and sole dispositive power over 2,532,394 shares of Common Stock; and American Century Capital Portfolios, Inc. has sole voting and dispositive power over 1,953,177 shares of Common Stock and shared voting and dispositive power over no shares.

(4)
This information is based upon a Schedule 13D filed with the SEC on August 13, 2021, jointly by B. Riley Financial, Inc. (“B. Riley”), B. Riley Securities, Inc., and Bryant R. Riley. B. Riley, B. Riley Securities, Inc., and Bryant R. Riley each have shared voting and dispositive power over 2,888,889 shares of Common Stock and sole voting and dispositive power over no shares of Common Stock. The address of each of B. Riley, B. Riley Securities, Inc., and Bryant R. Riley is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.

(5)
This information is based upon a Schedule 13G filed with the SEC on February 14, 2022, jointly by North Run Capital, L.P., North Run Advisors, LLC, Todd B. Hammer and Thomas B. Ellis, each of whose address is 62 Walnut Street, Wellesley, MA 02481. The Schedule 13G reports that each of North Run Capital, L.P., North Run Advisors, LLC, Todd B. Hammer and Thomas B. Ellis has shared voting and shared dispositive power over 2,137,500 shares of Common Stock.

(7)
Includes the beneficial ownership of the Voting Stock as of April 19, 2022, for Messrs. Blossman, Flexon, Poché, Sewell, Shannon, Spender, Simon, Whalen, and Young and Ms. Clyburn.

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Proposal 1:

Election of Directors

The number of directors is currently fixed at nine. As discussed in more detail herein, effective upon the election of directors at the 2022 Annual Meeting, the Board of Directors has fixed the number of directors at eight. Upon the appointment of the Preferred Director (as described and defined below) the total number of authorized directors shall be increased by such Preferred Director. The Company’s Amended and Restated Certificate of Incorporation provides for a classified Board of Directors under which the Board (except the Preferred Director) is divided into three (3) classes of directors, designated Class I, Class II, and Class III, with each class as nearly equal in number as is reasonably possible. The two (2) nominees standing for election as Class I directors at the Annual Meeting are: Robert Flexon and Kenneth Young.

If elected, each nominee will serve for a three (3)-year term expiring at the 2025 Annual Meeting of Stockholders or until his successor is duly elected and qualified. All of the nominees have agreed to be named in this Proxy Statement and to serve, if elected.

Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board.

The Board of Directors recommends that you vote “FOR ALL” for the election of each of the two nominees listed below. Unless otherwise specified, proxies will be voted “FOR ALL” for the election of each of the two nominees listed below.

Director Nominees

Listed below are the two persons nominated for election to the Board of Directors. The following paragraphs include information about each director nominee’s business background, including present principal occupation and other business experience during at least the last five years, as furnished to the Company by the nominee, and additional experience, qualifications, attributes, or skills that led the Board of Directors to conclude that the nominee should serve on the Board.

Robert C. Flexon

Mr. Flexon, 63, has been a member of the Board since June 2018. Mr. Flexon served as President and Chief Executive Officer of Dynegy Inc. from June 2011 to June 2018, until its merging with Vistra Energy Corp. in April 2018. Prior to joining Dynegy, Mr. Flexon served as Chief Financial Officer of UGI Corporation (NYSE:UGI) in 2011, and President and Chief Executive Officer of Foster Wheeler AG from 2009 to 2010. Mr. Flexon also served as Chief Financial Officer of NRG Energy, Inc. (NYSE:NRG) from March 2009 to November 2009 and from March 2004 to March 2008 as well as its Chief Operating Officer from March 2008 to March 2009. Prior to joining NRG, Mr. Flexon served as a Vice President in various capacities at Hercules Inc., which he joined in 2000. Previously, Mr. Flexon served with Atlantic Richfield Company for more than 10 years, including as General Auditor from 1998 to 2000, Franchise Manager of ARCO Products from 1996 to 1998 and Controller of ARCO Products from 1995 to 1996. He began his career with the former Coopers & Lybrand public accounting firm in 1980.

Mr. Flexon also serves as Chair of the Board of Pacific Gas and Electric (NYSE: PCG) since July 2020, Director and Chair of Capstone Green Energy (NASDAQ: CGRN) since April 2018, and Director of Charah Solutions Inc. since 2018. Mr. Flexon previously served on the Boards of Dynegy from 2001 to 2018, TransAlta Corporation from 2018 to 2020 and Westmoreland Coal Company from 2016 to 2019. Mr. Flexon is a certified public accountant (inactive) and holds a bachelor’s degree in accounting from Villanova University.

Because of his broad knowledge of the competitive and regulated power generation industry, and executing cultural, operational, and financial restructurings, while achieving top decile safety performance, the Board of Directors believes Mr. Flexon is well qualified to serve on the Board.

Kenneth Young

Mr. Young, 58, has been a member of the Board since August 2021. Mr. Young is Chairman and Chief Executive Officer of Babcock & Wilcox (B&W), a leader in energy and environmental products and services for power and industrial markets worldwide, where he has served as Chief Executive Officer since November 2018 and

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Chairman since September 2020, with more than 30 years of operational, executive and director experience primarily within the energy, communications and finance industries, on a global basis. Mr. Young currently serves as President of B. Riley Financial, Inc., and Chief Executive Officer for B. Riley Principal Investments, a wholly owned subsidiary of B. Riley.

Before joining B. Riley, Mr. Young held executive leadership positions with Lightbridge Communications Corporation (LCC), which was the largest independent telecom construction and services company in the world and a recognized leader in providing network services. Initially serving as President and Chief Operating Officer of the Americas for LCC, Mr. Young was named President and CEO in 2008, serving in that position until he led the company’s sale in 2015. Under his leadership, LCC’s revenues grew more than 200 percent and the company expanded its geographical presence into more than 50 countries.

Prior to joining LCC, Mr. Young was Chief Marketing and Operations Officer with Liberty Media’s TruePosition and held various senior executive positions with multiple corporations, including Cingular Wireless, SBC Wireless, Southwestern Bell Telephone and AT&T as part of his 16-year tenure within the now-combined AT&T Corporation. Mr. Young holds a Bachelor of Science in Computer Science from Graceland University and a Master of Business Administration from the University of Southern Illinois.

Mr. Young previously served on the Boards of (i) Sonim Technologies (NASDAQ: SONM), including its Compensation and Nominating and Corporate Governance Committees from 2018 to 2022, (ii) FRG, Inc. (NASDAQ: FRG), including its Compensation and Nominating and Corporate Governance Committees, from 2018 to 2020, (iii) B. Riley Principal Merger Corp. (NASDAQ: BRPMU, BRPM, PRBMW) from 2019 to 2020, (iv) Bebe Stores, Inc. (OTCM: BEBE), including its Audit, Compensation and Nominating and Corporate Governance Committee from 2018 to 2019, and (v) Globastar, Inc. (NYSE: GSAT) from 2015-2018.

Mr. Young was appointed to the Board pursuant to the terms of an Investor Rights Agreement, entered into on August 6, 2021, between the Company and B. Riley, pursuant to which B. Riley has the right to nominate one Director.

Because of his broad knowledge of the competitive and regulated power generation industry, the Board of Directors believes Mr. Young is well qualified to serve on the Board.

Continuing Directors

The following paragraphs include information about each continuing director’s business background, including present principal occupation and other business experience during at least the last five years, as furnished to the Company by the director, and additional experience, qualifications, attributes, or skills that led the Board of Directors to conclude that the director should serve on the Board.

Class III Directors — Term to Expire in 2024

Timothy J. Poché

Mr. Poché, 54, has been a member of the Board since May 2020. Mr. Poché is the Chief Financial Officer & Chief Operating Officer at BCP. He serves as a member of the Investment Committee and Portfolio Company Review Committee at BCP, a private equity management firm which directly and indirectly through certain affiliates owns approximately 59% of the total voting power of the outstanding shares of the Common Stock, including the Preferred Stock on an as-converted basis. Since joining BCP in 2013, he oversees all aspects of finance, compliance, and financial reporting. Prior to joining BCP, Mr. Poché served as Senior Vice President and Chief Accounting Officer for The Shaw Group. Along with this role, Mr. Poché served as Senior Vice President and Chief Financial Officer for the largest operating segment at Shaw, Shaw Power. Before his time with Shaw, Mr. Poché spent 22 years as a Partner with Deloitte & Touche LLP. During his tenure at Deloitte, Mr. Poché served as Office Managing Partner and Professional Practice Director in New Orleans, Louisiana where he was responsible for all New Orleans marketplace activities for the assurance, tax, and consulting service lines. Prior to that, he was a Lead Client Service Partner in Houston, Texas where he worked with multi national, Fortune 500 companies operating in the utility, services, and midstream sectors of the energy industry. Mr. Poché received his B.S. in Accounting from Louisiana State University and is a Certified Public Accountant.

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Because of this extensive knowledge and experience with industrial services businesses and his experience in finance, accounting and audit, the Board of Directors believes Mr. Poché is qualified to serve on the Board. Mr. Poché was recommended to the Board of Directors by BCP and has been designated as a BCP Director by the Board pursuant to the Stockholders’ Agreement.

Mark Spender

Mr. Spender, 44, has been a member of the Board since January 2018. Mr. Spender is a Partner and member of the Investment Committee at BCP, a private equity management firm which directly and indirectly through certain affiliates owns approximately 59% of the total voting power of the outstanding shares of the Voting Stock, including the Preferred Stock on an as-converted basis. Since joining BCP in October 2015, Mr. Spender has led the firm’s investments in the environmental and utility services industries. Prior to his roles at BCP, Mr. Spender was a Managing Director in the Global Industrials Group in the Investment Banking Department at Credit Suisse, a leading financial services company, where he began his career in 2000. Mr. Spender also held various roles in the Investment Banking Department at UBS from 2004 to 2011. During his more than 15 years in investment banking, Mr. Spender focused on a variety of industrial subsectors, including engineering and construction, building products and construction materials, and industrial distribution. Mr. Spender holds a B.B.A. in finance with highest distinction from the University of Michigan’s Ross School of Business.

Because of his extensive knowledge of the power generation industry and his involvement and directorship with our predecessor companies, the Board of Directors believes Mr. Spender is well qualified to serve on the Board. Mr. Spender was recommended to the Board of Directors by BCP and has been designated as a BCP Director by the Board pursuant to the Stockholders’ Agreement.

Dennis T. Whalen

Mr. Whalen, 63, has been a member of the Board since June 2021. Mr. Whalen retired as Senior Partner with KPMG in 2020 with expertise in driving innovative growth, aligning risk with strategy, and developing dynamic talent. He served as the lead audit partner on several key clients, including GE Healthcare, Pfizer, The Shaw Group, Halliburton, and Koch Industries. Mr. Whalen brings more than 35 years of global experience and an exceptional record of delivering results leveraging his broad technical, operational, and business experience to serve as a trusted advisor to senior leaders and board members across the energy, construction, industrial manufacturing, and life sciences industries. As the founder of KPMG’s Board Leadership Center, Mr. Whalen is nationally recognized as a thought leader in governance strategy, fostering best practices that support growth, managing risk and meeting investor and stakeholder expectations. Mr. Whalen is a Board Leadership Fellow of the National Association of Corporate Directors (NACD), and in 2021 attained the distinction of Directorship Certified by successfully passing NACD’s new exam and has frequently been named as one of the most influential people in governance in America by NACD’s Directorship magazine.

Because of his extensive experience as an independent auditor over numerous public companies and his broad knowledge of corporate and financial issues of construction, energy, and industrial manufacturing companies, the Board of Directors believes Mr. Whalen is well qualified to serve on the Board.

Class II Directors – Term to Expire in 2023

Jack A. Blossman, Jr.

Mr. Blossman, 57, has been a member of the Board since June 2018. Mr. Blossman has been a practicing attorney for more than 25 years, primarily focusing his practice on the utility regulatory field. He is Of Counsel at the New Orleans law firm of Milling Benson Woodward LLP, which he joined in 2017. Prior to his current role, Mr. Blossman worked as a solo practitioner and general consultant. He was a member of the Louisiana Public Service Commission from 1996 to 2008 and served two terms as its chairman from 2002 to 2003 and from 2007 to 2008. From 1993 to 2008, Mr. Blossman served on the board of directors of Parish National Bank before it was acquired by Whitney Holding Corporation. Mr. Blossman currently sits on the Board of Trustees of Louisiana State University. Mr. Blossman holds a bachelor’s degree in general studies from Louisiana State University and a J.D. from Southern University School of Law.

Because of his energy, regulatory and financial experience and legal background, the Board of Directors believes that Mr. Blossman is well qualified to serve on the Board. Mr. Blossman was recommended to the Board of Directors by BCP and has been designated as a BCP Director by the Board pursuant to the Stockholders’ Agreement.

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Scott A. Sewell

Mr. Sewell, 42, has been a member of the Board since January 2019. Mr. Sewell has served as President and Chief Executive Officer of Charah Solutions since January 2019. Prior to that, Mr. Sewell held several other leadership positions with Charah Solutions, including Chief Operating Officer from 2013 to January 2019, Senior Vice President of Operations from 2012 to 2013, Vice President of Operations from 2010 to 2012, and Operations Manager from 2008 to 2010. Prior to joining Charah Solutions, he worked for Bechtel Corporation from 2002 to 2007. He is a Six Sigma Yellow Belt and holds professional affiliations as a member of the Project Management Institute, the Association of Equipment Management Professionals, and the International Erosion Control Association. Mr. Sewell holds a bachelor’s degree in international business from the College of Charleston in South Carolina.

Because of his broad knowledge of the power generation industry, the Board of Directors believes Mr. Sewell is well qualified to serve on the Board.

Timothy Alan Simon

Mr. Simon, 66, has been a member of the Board since July 2021. Mr. Simon has served on the Board of Directors and as a member of the Audit Committee of Aemetis, Inc. (NASDAQ: AMTX) since 2021. Mr. Simon, Commissioner Emeritus, was appointed to the California Public Utilities Commission (CPUC) by Governor Arnold Schwarzenegger in February 2007 ending his term in December 2012. During his time as commissioner, Mr. Simon served on the Board of Directors of the University of California at Berkeley, Berkeley Energy Collaborative (BERC) and the Energy Imbalance Market (EIM) Regional Taskforce. He also served as Chair of the National Association of Regulatory Utility Commissioners (NARUC) Gas Committee, Chair of the LNG Partnership between the Department of Energy (DOE) and NARUC, founding member of the Call to Action National Gas Pipeline Safety Taskforce with the U.S. DOT, member the NARUC Board of Directors, Critical Infrastructure and Consumer Affairs Committees, the Wireless Task Force, and Vice-Chair of the Utility Marketplace Access Subcommittee and member of the National Petroleum Council.

Prior to his CPUC appointment, Mr. Simon served as Appointments Secretary in the Office of the Governor, the first African American in California history to hold this post. He also served as Adjunct Professor of Law at Golden Gate University School of Law and the University of California Hastings. Prior to public service, Mr. Simon was an in-house counsel and compliance officer with Bank of America, Wells Fargo, and Robertson Stephens.

In 2013, Mr. Simon created TAS STRATEGIES where he remains Principal today, serving as an attorney and consultant on utility, infrastructure, financial services, and broadband projects. He is a frequent public speaker, expert witness and panelist on energy, infrastructure, diversity, and inclusion.

In 2019, Mr. Simon was elected Chairman of the Board of Directors for the California African American Chamber of Commerce and elected to the University of San Francisco Board of Trustees. He currently serves on the North American Energy Standards Board Advisory Council and is a member of the National Bar Association, Energy Bar Association, The Saint Thomas More Society and the National Board of Directors for the American Association of Blacks in Energy. Mr. Simon received a bachelor’s degree in Economics from the University of San Francisco (Distinguished Alumni), and a Juris Doctor from the U.C. Hastings College of the Law. He is an active member of the State Bar of California.

Because of his broad knowledge of the power generation industry, the Board of Directors believes Mr. Simon is well qualified to serve on the Board. Mr. Simon was recommended to the Board of Directors by BCP and has been designated as a BCP Director by the Board pursuant to the Stockholders’ Agreement.

Newly Designated Preferred Director

Mignon L. Clyburn

Ms. Clyburn, 60, has been a member of the Board since March 2019. Ms. Clyburn is President of MLC Strategies, LLC, a Washington, D.C.-based consulting firm, a position she has held since January 2019. Previously, Ms. Clyburn served as a Commissioner of the U.S. Federal Communications Commission (the “FCC”) from 2009 to 2018, including as acting chair. While at the FCC, she was committed to closing the digital divide and championed the modernization of the agency’s Lifeline Program, which assists low-income

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consumers with voice and broadband service. In addition, Ms. Clyburn promoted diversity in media ownership, initiated Inmate Calling Services reforms, supported inclusion in STEM opportunities and fought for an Open Internet. Prior to her federal appointment, she served 11 years on the Public Service Commission of South Carolina and worked for nearly 15 years as publisher of the Coastal Times, a Charleston weekly newspaper focused on the African American community. Ms. Clyburn holds a bachelor’s degree in banking, finance, and economics from the University of South Carolina. Ms. Clyburn has served on the Board of Directors and as a member of the Nominating and Corporate Governance Committee of Lions Gate Entertainment Corp. (NYSE: LGFA) since September 2020. Since November of 2020, Ms. Clyburn has also served on the Board of Directors of RingCentral, Inc. (NYSE: RNG).

Because of her experience as a state regulator of investor-owned utilities and as a federal commissioner in the technology and telecommunications fields and her background as a successful business executive, the Board of Directors believes Ms. Clyburn is well qualified to serve on the Board. Ms. Clyburn was previously recommended to the Board of Directors by BCP and had been designated as a BCP Director by the Board pursuant to the Stockholders’ Agreement entered into on June 18, 2018 between the Company, BCP, CEP Holdings, Inc. and the other parties thereto (the ��Stockholders’ Agreement”). On April 29, 2022, Charah Preferred Stock Aggregator, LP, an affiliate of BCP, signed an action by written consent pursuant to its rights under the Company’s Certificate of Designations of Series A Preferred Stock (the “Certificate of Designations”) as the owner of 100% of the Company’s Series A Preferred Stock, which appointed Ms. Clyburn as the Preferred Director (as defined below), effective concurrent with the expiration of her term of office at the 2022 Annual Meeting, such that there will be no break in service for Ms. Clyburn as a member of the Board of Directors. As the Preferred Director, Ms. Clyburn’s term will expire at the 2023 annual meeting of stockholders.

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Corporate Governance

The Board of Directors

The Company is governed by the Board of Directors and its various committees. The Board and its committees have general oversight responsibility for the affairs of the Company. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s stockholders. The Board has adopted written corporate governance policies, principles, and guidelines, known as the Corporate Governance Guidelines. The Board also has adopted (i) a Financial Code of Ethics, which applies to the Company’s principal executive officer, principal financial officer and principal accounting officer or controller and all persons performing similar functions for the Company; and (ii) a Code of Business Conduct and Ethics, which applies to the directors, officers, employees and agents of the Company and its subsidiaries, and members of their immediate family. The Financial Code of Ethics and the Code of Business Conduct and Ethics include guidelines relating to the ethical handling of actual or potential conflicts of interest, compliance with laws, accurate financial reporting, and other related topics.

Documents Available

All of the Company’s corporate governance materials, including the charters for the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, as well as the Corporate Governance Guidelines, the Financial Code of Ethics and the Code of Business Conduct and Ethics are published on the investors portion of the Company’s website, www.charah.com. These materials are also available in print free of charge to any stockholder upon request by contacting the Company in writing at Charah Solutions, Inc., 12601 Plantside Drive, Louisville, Kentucky 40299, Attention: Investor Relations, or by telephone at (502) 245-1353. Any modifications to these corporate governance materials will be reflected, and the Company intends to post any amendments to, or waivers from, the Financial Code of Ethics (to the extent required to be disclosed pursuant to Form 8-K) on the investors portion of the Company’s website, www.charah.com. By referring to the Company’s website, www.charah.com, or any portion thereof, including the investors portion of the Company’s website, the Company does not incorporate its website or its contents into this Proxy Statement.

Director Independence

Because BCP, directly and indirectly through certain affiliates, beneficially owns (or otherwise has the right to vote or direct the vote of) more than 50% of the outstanding shares of the Voting Stock, the Company qualifies as a “controlled company” for purposes of the New York Stock Exchange rules (the “NYSE rules”) and, therefore, is not required to comply with all of the requirements of those rules, including the requirement that a listed company have a majority of independent directors. Nevertheless, the Company does not avail itself of the exceptions from such requirements.

The Board believes that a majority of its members are independent under the applicable NYSE rules and SEC rules. The NYSE rules provide that a director does not qualify as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). The NYSE rules recommend that a board of directors consider all of the relevant facts and circumstances in determining the materiality of a director’s relationship with a company.

The Board of Directors, with the assistance of the Nominating and Corporate Governance Committee, has conducted an evaluation of director independence based on the NYSE rules and the SEC rules. The Board considered all relationships and transactions between each director and director nominee (and his or her immediate family members and affiliates) and each of the Company, its management and its independent registered public accounting firm, as well as the transactions described below under “—Related Party Transactions.” As a result of this evaluation, the Board determined that each of Messrs. Blossman, Flexon, Poché, Simon, Spender, Whalen, and Young and Ms. Clyburn qualifies as an independent director under the NYSE rules and the SEC rules. The Board determined, with the assistance of the Nominating and Corporate Governance Committee that Mr. Sewell, based on his status as a Company employee, was not independent. The Board also determined that each member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee (see membership information below under “—Board Committees”) is independent, including that each member of the Audit Committee is “independent” as that term is defined under Rule 10A-3(b)(1)(ii) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Hedging and Pledging Policies

The Company has a stock trading policy that, among other things, prohibits all of our employees (including executive officers) and directors from engaging in speculative trading in the Company’s shares, which prohibition includes any arrangement by which a stockholder or option holder changes his or her economic exposure to changes in the price of the stock. Prohibited arrangements include buying standardized put or call options, writing put or call options, selling stock short, buying or selling securities convertible into other securities, or merely engaging in a private arrangement where the value of the agreement varies in relation to the price of the underlying security. Such arrangements are prohibited because these transactions may give the appearance of improper trades and look disloyal. In addition, our stock trading policy prohibits all of our employees (including executive officers) and directors from holding the Company’s securities in a margin account or otherwise pledging these securities as collateral for a loan, except for pledges of securities in effect before the adoption of the Company’s insider trading policy.

Share Ownership Guidelines and Share Retention Policy

Under the Company’s Share Ownership Guidelines and Share Retention Policy, all non-BCP and Company employee directors are expected to own shares of Company Common Stock with a value equal to at least five times the annual cash retainer (currently $325,000) by their fifth anniversary of Board service. As of November 15, 2021, all non-BCP and Company employee directors have met or, within the applicable period, are expected to meet the Company ownership guidelines.

With regard to executive ownership of Company common stock, executives are expected to own a minimum number of shares of Company Common Stock, expressed as a multiple of annual base salary. The required salary multiple for each such executive is 3, except for our CEO, whose required salary multiple is 5.

The threshold must be accomplished by November 15, 2026. The Board believes these guidelines encourage the alignment of executive and stockholder interests and promote the Company’s objective of building long-term stockholder value by requiring executives to build and maintain a meaningful stake in the Company.

The stock ownership guidelines are designed to encourage stock ownership at levels high enough to indicate management’s commitment to the Company and share value appreciation, while satisfying an individual executive’s prudent needs for investment diversification. The stock ownership guidelines are set by the Board using competitive benchmarking data, and the guidelines are reviewed each year and updated as necessary.

Board Leadership Structure

The Board believes that the existing leadership structure, under which Mr. Jack A. Blossman, Jr. serves as Chairman of the Board and Mr. Scott A. Sewell serves as President and Chief Executive Officer, is the most appropriate and in the best interests of Charah Solutions and its stockholders at this time. Given the Company’s current needs, the Board believes this structure is optimal as it allows Mr. Sewell to focus on providing the day-to-day leadership of the Company, while allowing Mr. Blossman to focus on providing guidance to Mr. Sewell and setting the agenda for Board meetings and presiding over meetings of the Board. Although the Board believes that this leadership structure is currently in the best interests of Charah Solutions and its stockholders, the Board has the flexibility to elect the same individual to the position of Chairman of the Board and Chief Executive Officer if, in the future, the Board determines that returning to such a leadership structure would be appropriate.

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Board Committees

The Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Committee members and committee chairs are appointed by the Board. The members and chairs of these Committees are identified in the following table:

Name	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Jack A. Blossman, Jr.
Mignon L. Clyburn		Chair	Member
Robert C. Flexon	Chair	Member
Timothy J. Poché			Member
Scott A. Sewell
Timothy Alan Simon	Member
Mark Spender		Member	Chair
Dennis T. Whalen	Member
Kenneth Young		Member

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Each committee of the Board of Directors functions pursuant to a written charter adopted by the Board. The following table provides information about the operation and key functions of these committees:

Committee	Key Functions and Additional Information		Number of Meetings in Fiscal 2021
Audit Committee	•	Assists the Board in its oversight of (i) the integrity of the Company’s financial statements and financial reporting process, (ii) the systems of internal accounting and financial controls, (iii) the performance of the Company’s internal audit function and the Company’s independent registered public accounting firm, (iv) the qualifications and independence of the Company’s independent registered public accounting firm and (v) the Company’s compliance with legal and regulatory requirements.	6
	•	Appoints, compensates, retains, evaluates, and oversees the Company’s independent registered public accounting firm.
	•	Reviews and discusses with management and the Company’s independent registered public accounting firm the annual and quarterly financial statements.
	•	Reviews and discusses with management the quarterly earnings releases.
	•	Pre-approves all audit and permissible non-audit services proposed to be performed by the Company’s independent registered public accounting firm.
	•	Reviews and, if appropriate, approves or ratifies related party transactions.
	•	Discusses with management, the Company’s independent registered public accounting firm and Company personnel responsible for the Company’s internal audit function the adequacy and effectiveness of the Company’s accounting and financial controls.
	•	Reviews and discusses with management the Company’s policies and guidelines with respect to risk assessment and risk management, including the risk of fraud and cyber risks.
	•	The Board of Directors has determined that Messrs. Flexon and Whalen are each an “audit committee financial expert” within the meaning of the SEC rules and that Mr. Simon is “financially literate” and has accounting or related financial management expertise, in each case as determined by the Board, in its business judgment. Messrs. Flexon, Simon, and Whalen are “independent” as that term is defined under Rule 10A-3(b)(1)(ii) of the Exchange Act.
Compensation Committee	•	Approves the corporate goals and objectives relevant to the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance against the goals.	8
	•	Approves the compensation of the other senior executive officers of the Company.
	•	Recommends to the Board for approval the total compensation for directors.
	•	Approves employment agreements, severance agreements and change in control agreements with the senior executive officers of the Company.
	•	Oversees regulatory compliance regarding compensation matters.
	•	Develops and reviews periodically succession plans of the Chief Executive Officer and the other senior executive officers of the Company, and screens and recommends to the Board for approval candidate(s) for Chief Executive Officer and other senior executive officers of the Company.

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Committee	Key Functions and Additional Information		Number of Meetings in Fiscal 2021
Nominating and Corporate Governance Committee	•	Identifies, evaluates, and recommends director candidates to the Board.	6
	•	Determines the qualifications for membership on the Board and its committees and reviews these qualifications with the Board periodically.
	•	Makes recommendations to the Board concerning committee member appointments and committee leadership.
	•	Makes recommendations to the Board with respect to determinations of director independence.
	•	Oversees annual performance evaluation of the Board and the committees of the Board.
	•	Develops and oversees director education and new director onboarding.
	•	Considers and recommends to the Board other actions relating to corporate governance.
	•	Reviews the Company’s insurance platform and profile and recommends to the Board approval of such platform.
	•	Reviews and provides oversight for the Company’s environmental, social and governance (“ESG”) activities, including any period Company ESG publications and trends (including environmental, sustainability, climate risk, and human capital).

The Board may also establish other committees from time to time as it deems necessary.

Director Meeting Attendance

The Board of Directors held 15 meetings during fiscal 2021. Each incumbent director attended 75% or more of the aggregate number of meetings of the Board and committees of the Board on which the director served during fiscal 2021. It is the Board’s policy that the directors should attend the Company’s annual meeting of stockholders. All seven of the Company’s directors on the Board at that time attended the 2021 Annual Meeting of Stockholders.

Pursuant to the Company’s Corporate Governance Guidelines, the independent directors meet in regularly scheduled executive sessions without management in connection with each regularly scheduled Board meeting or as is otherwise required by the NYSE rules, and at other times as necessary. In 2021, Mr. Tritch, up through the Annual Meeting, and Mr. Blossman, subsequent to the Annual Meeting, each as Chairman of the Board, presided over these executive sessions.

Director Nomination Process

The Nominating and Corporate Governance Committee is responsible for identifying and evaluating individuals qualified to become members of the Board and for recommending to the Board the individuals for nomination as members, including nominees recommended by stockholders of the Company. When formulating its Board membership recommendations, the Nominating and Corporate Governance Committee considers advice and recommendations from stockholders, management and others as it deems appropriate, and also takes into account the performance of incumbent directors in determining whether to recommend them to stand for re-election at the Annual Meeting of stockholders. After the completion of interviews (including, as appropriate, with other Board members, the Chief Executive Officer and other members of senior management) and reference checks of identified candidates, the Nominating and Corporate Governance Committee will meet in person or by conference call to discuss and make recommendations to the Board with respect to the candidates. The full Board will then vote on the Committee’s recommendations. Those candidates approved by a majority of the Board shall be nominated for election by the Company’s stockholders at the next annual meeting.

The Company seeks to align Board composition with the Company’s strategic direction so that Board members bring skills, experience and backgrounds that are relevant to the key strategic and operational issues that they will oversee and approve. Director candidates are typically selected for their integrity and character, sound, independent judgment, track record of accomplishment in leadership roles, as well as their professional and

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corporate expertise, skills, and experience. In considering whether to recommend any particular candidate for inclusion in the Board’s slate of recommended director nominees, the Nominating and Corporate Governance Committee considers the following criteria, in addition to other factors it may determine appropriate: (i) the independence, judgment, strength of character, reputation in the business community, ethics and integrity of the individual; (ii) the business or other relevant experience, skills and knowledge that the individual may have that will enable him or her to provide effective oversight of the Company’s business; (iii) the fit of the individual’s skill set and personality with those of the other Board members so as to build a Board that works together effectively and constructively; and (iv) the individual’s ability to devote sufficient time to carry out his or her responsibilities as a director in light of his or her occupation and the number of boards of directors of other public companies on which he or she serves.

Neither the Nominating and Corporate Governance Committee nor the Board has a specific policy with regard to the consideration of diversity in identifying director nominees. However, the Board believes that men and women of different ages, races, and ethnic and cultural backgrounds can contribute different and useful perspectives and can work effectively together to further the Company’s objectives, and a candidate’s diversity is one of the criteria that the Nominating and Corporate Governance Committee considers in evaluating potential director nominees.

The Nominating and Corporate Governance Committee may, at its discretion, hire third parties to assist in the identification and evaluation of director nominees. With respect to the nomination of the director nominees for the 2022 Annual Meeting, the Nominating and Corporate Governance Committee did not hire a third party to assist in the nomination process.

Stockholder Nominations of Director Candidates

Nominations by stockholders of director candidates to be considered for the 2023 Annual Meeting of Stockholders must be in writing and received by the Company’s Corporate Secretary at Charah Solutions, Inc., 12601 Plantside Drive, Louisville, Kentucky 40299 not earlier than February 8, 2023, and not later than March 10, 2023. However, in the event that the date of the 2023 Annual Meeting of Stockholders is scheduled for a date that is more than 30 days before or more than 60 days after June 8, 2023, notice by the stockholder to be timely must be so received no later than the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.

The notice must contain certain information about the nominee and the stockholder submitting the nomination as set forth in the Company’s Amended and Restated Bylaws. With respect to the nominee, the notice must contain, among other things, (i) a completed and signed questionnaire, representation and agreement in a form provided by the Company, which form the stockholder submitting the nomination must request from the Company’s Corporate Secretary in writing with no less than seven (7) days advance notice; (ii) a written representation and agreement (in the form provided by the Company’s Corporate Secretary upon written request) that such nominee (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such nominee, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (2) any Voting Commitment that could limit or interfere with such nominee’s ability to comply, if elected as a director of the Company, with such nominee’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Company, and (C) in such nominee’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company; and (iii) any other information regarding the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with a contested solicitation of proxies for the election of directors or that the Company may reasonably require to determine the eligibility of the nominee to serve as a director of the Company. With respect to the stockholder submitting the nomination, the notice must contain: (i) the name and address, as they appear on the Company’s books, of such stockholder and any Stockholder Associated Person (as defined in the Company’s Amended and Restated Bylaws); (ii) the class or series and number of shares of the Company owned of record or beneficially by such stockholder or any Stockholder Associated Person; (iii) any derivative positions held of record or beneficially by such stockholder or

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any Stockholder Associated Person related to, or the value of which is derived in whole or in part from, the value of any class or series of the Company’s shares; (iv) a complete and accurate description of any agreement, arrangement or understanding between or among such stockholder and such stockholder’s Stockholder Associated Person and any other person(s) in connection with such stockholder’s director nomination and the name and address of any other person(s) or entity or entities known to the stockholder to support such nomination; (v) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or any Stockholder Associated Person has a right to vote, directly or indirectly, any shares of any security of the Company; (vi) any short interest in any security of the Company held by such stockholder or any Stockholder Associated Person; (vii) any rights to dividends on the shares of the Company owned beneficially by such stockholder or by any Stockholder Associated Person that are separated or separable from the underlying shares of the Company; (viii) any proportionate interest in shares of the Company or derivative positions held, directly or indirectly, by a general or limited partnership in which such stockholder or any Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; (ix) any performance-related fees (other than an asset-based fee) that such stockholder or any Stockholder Associated Person is entitled to based on any increase or decrease in the value of shares of the Company or derivative positions, if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s or any Stockholder Associated Person’s immediate family sharing the same household; (x) any other information regarding such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with a contested solicitation of proxies for the election of directors; (xi) a representation that such stockholder is a holder of record of stock of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to bring such nomination before the meeting; and (xii) a representation as to whether such stockholder or any Stockholder Associated Person intends to, or is part of a group which intends to, deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to elect the nominee and/or otherwise to solicit proxies from stockholders in support of such nomination.

A stockholder who is interested in nominating a director candidate should request a copy of the Company’s Amended and Restated Bylaws by writing to the Company’s Corporate Secretary at Charah Solutions, Inc., 12601 Plantside Drive, Louisville, Kentucky 40299. Candidates will be subject to a background check by a qualified firm of the Company’s choosing. In addition, stockholders may choose to recommend a candidate to the Nominating and Corporate Governance Committee for consideration. Appropriate submission of a recommendation by a stockholder does not guarantee the selection of the stockholder’s candidate or the inclusion of the candidate in the Company’s proxy materials; however, the Nominating and Corporate Governance Committee will consider any such candidate in accordance with the director nomination process described above.

Annual Evaluation of Directors and Board Committee Members

The Board of Directors evaluates the performance of each director, each committee of the Board, the Chairman, and the Board of Directors as a whole on an annual basis. In connection with this annual self-evaluation, each director records his or her views on the performance of each director standing for reelection, each committee of the Board, the Chairman, and the Board of Directors as a whole. The entire Board of Directors reviews the results of these reports and determines what, if any, actions should be taken in the upcoming year to improve its effectiveness and the effectiveness of each director and committee.

Policy for Review of Related Party Transactions

Pursuant to the Company’s Related Party Transactions Policy, the Audit Committee reviews all of the relevant facts and circumstances of related party transactions and either approves or disapproves entry into the related party transaction, subject to certain limited exceptions. In determining whether to approve or disapprove entry into a related party transaction, the Audit Committee takes into account, among other factors, the following:

• the position within or relationship of the related party with the Company;

• the materiality of the transaction to the related party and the Company, including the dollar value of the transaction, without regard to profit or loss;

• the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to the Company for attaining the

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purposes of the transaction;

• whether the transaction is comparable to a transaction that could be available with an unrelated party, or is on terms that the Company offers generally to persons who are not related parties;

• whether the transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business;

• the effect of the transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures; and

• any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.

Furthermore, the Company’s Related Party Transactions Policy requires that all related party transactions shall be publicly disclosed to the extent and in the manner required by applicable legal requirements and listing standards.

Related Party Transactions

Master Reorganization Agreement

In connection with the initial public offering (the “IPO”), we entered into a Master Reorganization Agreement (the “Master Reorganization Agreement”), dated June 13, 2018, among the Company and the other parties named therein, pursuant to which: (i) (A) Charah Holdings, a Delaware limited partnership, contributed all of its interests in Charah Management LLC, a Delaware limited liability company (“Charah Management”), and Allied Power Holdings, LLC, a Delaware limited liability company (“Allied Power Holdings”), to the Company in exchange for 17,514,745 shares of Common Stock, (B) CEP Holdings, a Kentucky corporation, contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 4,605,465 shares of Common Stock, (C) Charah Management Holdings LLC, a Delaware limited liability company (“Charah Management Holdings”), contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 907,113 shares of Common Stock and (D) Allied Management Holdings, LLC, a Delaware limited liability company (“Allied Management Holdings”), contributed all of its interests in Charah Management and Allied Power Holdings to the Company in exchange for 409,075 shares of Common Stock; (ii) each of Charah Management Holdings and Allied Management Holdings distributed the shares of Common Stock received by it pursuant to clause (i) above to its respective members in accordance with the respective terms of its limited liability company agreement; and (iii) Charah Holdings distributed a portion of the shares of Common Stock it received in clause (i) above to certain direct and indirect blocker entities which merged into the Company, with the Company surviving, and BCP Energy Services Fund, LP, a Delaware limited partnership owned by BCP and certain related affiliates, and BCP Energy Services Fund-A, LP, a Delaware limited partnership owned by BCP and certain related affiliates, received 14,020,861 shares of Common Stock as consideration in the mergers.

In addition and pursuant to the Master Reorganization Agreement, in exchange for the contribution of their profits interests in Charah Management Holdings and Allied Management Holdings, the Company issued, pursuant to a restricted stock award agreement, to certain of the then-current officers and employees who owned equity interests in Charah Management and Allied Power Holdings, including through Charah Management Holdings and Allied Management Holdings, 1,215,956 shares of Common Stock at the closing of the IPO, of which 303,993 were vested at the IPO and of which the remaining 911,963 shares were subject to time-based vesting conditions or performance vesting conditions, and of which shares 403,114 vested in 2019, 118,439 vested in 2020 and the last tranche of 148,516 vested in 2021. The remaining shares forfeited.

In connection with the Master Reorganization Agreement, we agreed to indemnify Charah Holdings, CEP Holdings and any of their respective affiliates and directors, officers, partners, employees, members, managers, equityholders, agents and representatives to the fullest extent permitted by applicable law against liabilities that they may incur as a result of acting as a direct or indirect director, officer, partner, employee, member, manager, equityholder, agent, representative or affiliate of Charah Management, Allied Power Holdings or any of their respective subsidiaries.

Registration Rights Agreement

In connection with the closing of the IPO, the Company entered into a Registration Rights Agreement (the

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“Registration Rights Agreement”) with certain stockholders identified on the signature pages thereto as the Holders.

Pursuant to, and subject to the limitations set forth in, the Registration Rights Agreement, dated June 13, 2018, filed by the Company with the SEC on June 15, 2018, BCP has the right to require the Company by written notice to prepare and file a registration statement registering the offer and sale of a number of BCP’s shares of Common Stock. The Company is required to use all commercially reasonable efforts to maintain the effectiveness of any such registration statement until all shares covered by such registration statement have been sold.

In addition, pursuant to the Registration Rights Agreement, BCP has the right to require the Company, subject to certain limitations set forth therein, to affect a distribution of any or all of BCP’s shares of Common Stock by means of an underwritten offering. Further, subject to certain exceptions, if at any time the Company proposes to register an offering of its equity securities or to conduct an underwritten offering, whether or not for its account, then the Company must notify BCP of such proposal before the anticipated filing date or commencement of the underwritten offering, as applicable, to allow BCP to include a specified number of its shares in that registration statement or underwritten offering, as applicable.

These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective.

On March 16, 2020, the Company amended the Registration Rights Agreement in order to grant to Charah Preferred Stock Aggregator, LP the registration rights applicable to the other BCP-affiliated parties thereto with respect to the Common Stock into which the Preferred Stock is convertible.

In accordance with the Registration Rights Agreement, at the request of BCP the Company filed a registration statement on May 12, 2021, with respect to the registration of up to 15,455,921 shares of Common Stock.

Stockholders’ Agreement

In connection with the closing of the IPO, the Company entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”), dated as of June 18, 2018, with CEP Holdings, BCP and certain members of management. Among other things, the Stockholders’ Agreement provides BCP with the right to nominate a number of directors to the Board in a proportionate amount to the number of shares of Common Stock that it holds, as follows: (i) a majority of the directors as long as BCP owns at least 50% of the Common Stock; (ii) at least 40% of the directors as long as BCP owns at least 40% but less than 50% of the Common Stock; (iii) at least 30% of the directors as long as BCP owns at least 30% but less than 40% of the Common Stock; (iv) at least 20% of the directors as long as BCP owns at least 20% but less than 30% of the Common Stock; and (v) at least 10% of the directors as long as BCP owns at least 5% but less than 20% of the Common Stock. Pursuant to its right under the Stockholders’ Agreement, of the members currently serving on the Board, BCP has previously nominated and/or the Board of Directors has designated, as applicable, Messrs. Blossman, Poché, Spender, and Simon and Ms. Clyburn as BCP Directors.

As of the date of this Proxy Statement, BCP owns less than 50% but in excess of 40% of the Common Stock and therefore it has the right to nominate four directors. Ms. Clyburn has not been renominated at the 2022 Annual Meeting for election to the Board as a BCP Director pursuant to BCP’s rights under the Stockholder’s Agreement. As described below, Ms. Clyburn will become the Preferred Director in connection with the 2022 Annual Meeting. Messrs. Blossman, Poché, Simon, and Spender will remain designated as BCP Directors.

Information Rights Agreement

On October 9, 2018, Charah Solutions entered into an Information Rights Agreement (the “Information Rights Agreement”) with BCP, pursuant to which the Company will provide BCP with certain financial and other information and other rights. Specifically, the Information Rights Agreement provides that (i) the Company will deliver, or cause to be delivered, to BCP, upon written request, certain monthly, quarterly and annual financial information as well as the Company’s annual budget, business plan, and financial forecasts and projections for so long as BCP and its affiliates beneficially own at least 10% of the outstanding shares of the Common Stock;

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(ii) the Company will deliver to BCP, upon written request, such other information about the Company and its subsidiaries and provide access to the Company’s management, in each case, as may be reasonably requested by BCP for so long as BCP and its affiliates beneficially own at least 20% of the outstanding shares of the Common Stock; (iii) BCP will have the right to appoint one non-voting observer to the Board, provided that the observer will not be considered a director of the Company or otherwise constitute a member of the Board and will in no event be entitled to vote on any matters presented to the Board, for so long as BCP and its affiliates beneficially own at least 10% of the outstanding shares of the Common Stock; (iv) BCP and its affiliates, employees, agents and representatives will be bound by certain confidentiality and use restrictions regarding any information obtained pursuant to the Information Rights Agreement; and (v) BCP will notify the Chairman of the Board if BCP or its affiliates have agreed to purchase or beneficially own 10% or more of the equity of a competitor of the Company, in such event, the Company will not comply with the provisions of the Information Rights Agreement requiring it (A) to deliver, or cause to be delivered, to BCP certain monthly financial information as well as the Company’s annual budget, business plan, and financial forecasts and projections, (B) to deliver to BCP such other information about the Company and its subsidiaries and to provide access to the Company’s management, in each case, as may be reasonably requested by BCP and (C) to provide BCP the right to appoint a non-voting observer to the Board, in each case, if the Board determines that doing so could have an adverse impact on the Company. The Company’s entering into the Information Rights Agreement was approved by the Audit Committee of the Board as well as the Board.

Preferred Stock Purchase Agreement

On March 5, 2020, we entered into a Series A Preferred Stock Purchase Agreement (the “Preferred Stock Purchase Agreement”), by and between us and Charah Preferred Stock Aggregator, LP (the “Preferred Stock Investor”), an affiliate of BCP, which beneficially owns approximately 59% of the total voting power of the outstanding shares of the Voting Stock, including 100% of the Preferred Stock on an as-converted basis, whereby we agreed to issue and sell to the Preferred Stock Investor 26,000 shares of Preferred Stock in exchange for approximately $25.2 million. As a condition to entering into the Preferred Stock Purchase Agreement, we agreed to amend the Registration Rights Agreement to give the Preferred Stock Investor certain registration rights with respect to the Preferred Stock.

The Certificate of Designations provides that so long as any shares of Preferred Stock are outstanding, the preferred stockholders have the right, but not the obligation, to appoint either a non-voting observer (the “Preferred Board Observer”), or a director to the Board (the “Preferred Director”). The Preferred Board Observer or Preferred Director shall be elected by a majority of the preferred stockholders for a term expiring at the next annual meeting of the Company.

On April 29, 2022, the Preferred Stock Investor exercised its rights under the Certificate of Designations to appoint Ms. Clyburn as the Preferred Director, effective concurrent with the expiration of her term of office at the 2022 Annual Meeting. As the Preferred Director, Ms. Clyburn’s term will expire at the 2023 annual meeting of stockholders.

ATC Group Services LLC Service Contract

ATC Group Services LLC (“ATC”), an entity owned by BCP, which beneficially owns approximately 59% of the total voting power of the outstanding shares of the Voting Stock, including the Preferred Stock on an as-converted basis, provided environmental consulting and engineering services at certain service sites. Expenses paid to ATC in fiscal 2021 were $126,162.73.

Sale of Allied Power Holdings, LLC

On November 19, 2020, the Company entered into a Unit Purchase Agreement to sell its subsidiary engaged in maintenance, modification and repair services to the nuclear and fossil power generation industry, Allied Power Holdings, LLC, to Allied Group Intermediate Holdings, LLC, an affiliate of Bernhard Capital Management LP, the Company’s majority stockholder, in an all-cash deal for $40 million. The sale was approved by a special committee of the Company’s board of directors consisting solely of independent directors, which obtained a fairness opinion in connection with the sale. The Company and Allied Group Intermediate Holdings, LLC made customary representations and warranties and agreed to customary covenants in the Purchase Agreement. In addition, the Company agreed to a non-competition and non-solicitation arrangement under the purchase

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agreement with Allied Group Intermediate Holdings, LLC, subject to customary exceptions.

Transition Services Agreement with Allied Group Intermediate Holdings, LLC

The Company entered into a Transition Services Agreement with Allied Group Intermediate Holdings, LLC pursuant to which the Company will provide Allied Power Holdings, LLC and Allied Group Intermediate Holdings, LLC, an affiliate of BCP, with certain transition assistance services from the sale date of the Allied Power Holdings, LLC until April 30, 2021, in exchange for total payments of less than $100,000.

Stock Purchase Agreement

On August 6, 2021, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), by and between the Company and B. Riley Securities, Inc. (“Investor”), whereby the Company agreed to issue and sell to Investor, and Investor agreed to purchase from the Company, 2,888,889 shares of the Company’s Common Stock, at a price of $4.50 per share for an aggregate purchase price of approximately $13.0 million (the “Private Placement”). The Private Placement closed on August 6, 2021 (the “Closing”). The issuance of the Common Stock was offered and sold in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Act”). Pursuant to the Investor Rights Agreement (as defined below), the Company has agreed to register the resale of such shares of Common Stock under the Act. Investor owns 8.57% of the Common Stock.

Investor Rights Agreement

Pursuant to the terms of the Stock Purchase Agreement, on August 6, 2021, the Company, the Investor and B. Riley entered into an Investor Rights Agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, for so long B. Riley and its affiliates beneficially own at least 4% of the outstanding shares of Common Stock, B. Riley is entitled to nominate one Class I Director (the “B. Riley Nominee”) to the Company’s Board”), who shall initially be Kenneth M. Young. For so long as affiliates of B. Riley beneficially own at least 3% of the outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding immediately following the Closing plus any equity issuances under the Company’s equity plans, but without regards to any subsequent equity issuances) and if no B. Riley Nominee is serving on the Board, B. Riley has the right to appoint one Board observer. In addition, the Investor or any of its affiliates holding the shares of Common Stock issued pursuant to the Stock Purchase Agreement have certain demand and piggy-back registration rights with respect to such shares. The Investor and its affiliates have also agreed to certain customary standstill covenants.

Letter of Credit Cash Collateralization Promissory Note

On August 25, 2021, Charah, LLC, a Kentucky limited liability company and indirect subsidiary of the Company, issued a Secured Promissory Note (the “Promissory Note”), as the borrower, in favor of B. Riley Commercial Capital, LLC, as the noteholder (the “Noteholder”), evidencing a loan in aggregate principal amount of $17,851,827.50 made by the Noteholder to Charah, LLC. The loan outstanding under the Promissory Note bears interest at a rate of eight percent (8%) per annum and matures on the thirteen-month anniversary of the effective date of the Promissory Note. The proceeds of the Promissory Note were used by the Company and its subsidiaries and were repaid as such cash collateral was released to the Company or Charah, LLC, as applicable.

Pursuant to the terms of the Promissory Note, Charah, LLC will be subject to certain covenants and restrictive provisions which will, among other things, limit Charah, LLC’s ability to incur additional indebtedness for borrowed money or additional liens; consolidate, merge or transfer all or substantially all of our assets; make certain restricted payments; modify certain material agreements; engage in certain types of transactions with affiliates; each of which will be subject to customary and usual exceptions and baskets. The loan evidenced by the Promissory Note is secured by a pledge of substantially all of the assets of Charah, LLC, subject to certain customary exceptions and limitations. This loan was paid off in full on December 30, 2021.

The Board’s Role in Risk Oversight

The Board of Directors oversees the Company’s risk profile and management’s processes for assessing and managing risk, both as a whole Board and through its committees. The full Board reviews strategic risks and

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opportunities facing the Company. Among other areas, the Board is involved in overseeing risks related to the Company’s overall strategy, business results, capital structure, capital allocation and budgeting, and executive officer succession. Certain other important categories of risk are assigned to designated Board committees (which are compromised solely of independent directors) that report back to the full Board. In general, the committees oversee the following risks:

• The Audit Committee oversees risks related to internal financial and accounting controls, legal, regulatory and compliance risks, cybersecurity, work performed by the Company’s independent registered public accounting firm and the Company’s internal audit function, related party transactions, and the overall risk management governance structure and risk management function;

• The Compensation Committee oversees the Company’s compensation programs and practices; and

• The Nominating and Corporate Governance Committee oversees issues that may create governance risks, such as Board composition and structure, director selection and director succession planning.

The Board leadership structure supports the Company’s governance approach to risk oversight as the Chief Executive Officer is involved directly in risk management as a member of the Company’s management team, while the Chairman of the Board and the committee chairpersons, in their respective areas, maintain oversight roles as independent members of the Board.

Compensation Committee Advisors

The Compensation Committee has sole authority under its charter to retain compensation consultants and other advisors and to approve such consultants’ and advisors’ fees and retention terms. The Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) to serve as its independent advisor and to provide it with advice and support on executive compensation issues. Meridian reports directly to the Compensation Committee.

The Compensation Committee has reviewed and confirmed the independence of Meridian as the Compensation Committee’s compensation consultant. Neither Meridian nor any of its affiliates provides any services to Charah Solutions except for services provided to the Compensation Committee. In addition to Meridian, the Compensation Committee has reviewed the independence of each other outside advisor in advance of receiving advice from such person.

During 2021, the Compensation Committee asked Meridian to attend Compensation Committee meetings and to advise and recommend to the Compensation Committee on the compensation of our executive officers and non-employee directors. Meridian also recommended a peer group and prepared peer group analysis of their compensation policies and performance. Further, Meridian advised the Compensation Committee with regard to the form and performance criteria of the Company’s long-term incentive plan grants.

Communications with the Board of Directors

Stockholders and other interested parties can communicate directly with any of the Company’s directors by sending a written communication to a director at Charah Solutions, Inc. c/o Corporate Secretary, 12601 Plantside Drive, Louisville, Kentucky 40299. Stockholders and other interested parties wishing to communicate with the Chairman of the Board, or with the independent directors as a group may do so by sending a written communication to Chairman of the Board at the above address.

All communications received as set forth in the preceding paragraph will be opened by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the Company’s directors. The Corporate Secretary will forward copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or its committees or that he or she otherwise determines requires the attention of any member, group or committee of the Board. The Corporate Secretary will not forward other correspondence.

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Director Compensation

The table below sets forth the compensation paid to each non-employee director who served on the Board in fiscal 2021. Directors who are employees of the Company or BCP (currently Messrs. Poché, Sewell, and Spender) did not receive compensation for their service on the Board of Directors in 2021. Timothy Poché and Mark Spender began receiving payment in the historical amounts described below on April 1, 2022. They will also be eligible to receive restricted stock unit (“RSU”) awards along with the other Directors at the 2022 Annual Meeting.

2021 Director Compensation Table

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Jack A. Blossman, Jr.	80,000	140,000	220,000
Mignon Clyburn	77,500	100,000	177,500
Robert C. Flexon	80,000	100,000	180,000
Timothy J. Poché	—	—	—
Timothy Alan Simon	16,250	—	16,250
Mark Spender	—	—	—
Stephen R. Tritch	42,500	—	42,500
Dennis T. Whalen	32,500	100,000	132,500
Kenneth Young	16,250	—	16,250

(1)
Represents the full grant date fair value of restricted stock unit (“RSU”) awards granted on June 23, 2021, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). Generally, the full grant date fair value is the amount that the Company would expense in the consolidated and combined financial statements over the award’s vesting schedule. For additional information regarding the assumptions made in calculating these amounts, see Note 2 to the consolidated and combined financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. These amounts reflect the accounting expense and do not correspond to the actual value that will be recognized by the directors.

Historically, each non-employee director receives an annual retainer of $65,000 paid in quarterly installments. The chairpersons of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee receive additional annual compensation of $15,000, $12,500, and $10,000, respectively, paid in quarterly installments.

Historically, each eligible non-employee director receives an annual equity grant with a target value of $100,000 made in the form of RSUs. The RSUs vest on the first anniversary of the grant date and will be paid in shares of Common Stock on the vesting date.

The Chairman of the Board receives additional annual compensation of $60,000, one-third of which is paid in cash and two-thirds of which is paid in stock grants. The fiscal 2021 annual equity grant occurred on June 23, 2021.

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Executive Compensation

We are providing compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the Jumpstart Our Business Startups Act.

Summary Compensation Table

The following table summarizes, with respect to our Named Executive Officers, information relating to compensation earned for services rendered in all capacities during the fiscal years ended December 31, 2021 and 2020.

Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)(3)	Total ($)
Scott A. Sewell President and Chief Executive Officer	2021	536,538	693,576	1,080,004	—	35,311	2,345,429
	2020	513,834	525,000	381,031	—	23,593	1,443,458
Roger D. Shannon Chief Financial Officer and Treasurer	2021	422,692	382,109	425,000	—	55,491	1,285,292
	2020	406,221	290,500	150,000	—	23,490	870,811

(1)
Amounts shown represent the payment of annual bonuses for the applicable year. For a description of annual bonuses for fiscal 2021, see “—Additional Narrative Disclosures—2021 Bonus Plan” below.

(2)
The amounts in the “Stock Awards” column do not reflect the actual value the Named Executive Officers will realize from the RSUs and the performance share units (“PSUs”) awarded to the executives. The amounts presented in the table are the grant date fair values of the awards computed in accordance with FASB ASC Topic 718 based on the probable outcome of any applicable performance conditions (determined as of the applicable date of grant) and excluding the effect of estimated forfeitures. The Company will recognize the grant date fair values of the awards as compensation expense over the vesting period of the awards.

 

For the 2021 figures, this column includes the grant date fair values of $486,125 for 100,232 PSUs awarded to Mr. Sewell on April 1, 2021 and $191,299 for 39,443 PSUs awarded to Mr. Shannon on April 1, 2021. The April 1, 2021, per share value was $4.85. The PSUs will vest on if the employee meets the Service Requirement of maintaining employment from the grant date through December 31, 2023, the Performance Period End Date and if the Company achieves a relative total stockholder return (“TSR”) percentile ranking of the Company as compared to the specific performance peer group and achieves a target 3-year cumulative revenue growth from January 1, 2021 through December 31, 2023. The awards can be adjusted for overperformance or under performance. The grant date fair values of the PSUs assume all of the PSUs would be earned at the end of the three-year period.

 

Note 13 to the Company’s consolidated and combined financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 contains more information about the Company’s accounting for stock-based compensation arrangements, including the assumptions used to determine the grant date fair values of the stock awards.

(3)
The following table reflects the types and amounts of allowances and reimbursements included in this column:

	Scott A. Sewell	Roger D. Shannon
Vehicle Allowance or Value of Vehicle Lease Reimbursement ($)	14,289	19,191
Club Membership Dues Reimbursement ($)	12,322	—
Employer Contributions to 401(k) Plan ($)	8,700	8,700
Housing Allowance ($)	—	27,600
Total ($)	35,311	55,491

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Outstanding Equity Awards at Fiscal Year-End

	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)
Scott A. Sewell	271,095	1,282,279	255,123	1,206,732
Roger D. Shannon	152,645	722,011	103,207	488,169

(1)
The RSUs (payable in shares of Common Stock) shown in this column will become vested as follows:

Name	April 1, 2022	April 1, 2023	April 1, 2024
Scott A. Sewell	127,563	93,415	50,117
Roger D. Shannon	73,844	59,078	19,223

(2)
Market value is based on the closing market price of the Common Stock on December 31, 2021 of $4.73 per share.

(3)
Some PSUs shown in this column (68,293 for Mr. Sewell and 29,537 for Mr. Shannon) will vest on April 1, 2022 if the volume-weighted average price of a share of the Common Stock equals or exceeds $12.00 for any 20-consecutive trading day period ending on or prior to April 1, 2022.

 

Some PSUs shown in this column (86,598 for Mr. Sewell and 34,227 for Mr. Shannon) will vest if the employee meets the Service Requirement of maintaining employment from the grant award date through December 31, 2022, the end of the Performance Period, defined below, and if the Company achieves certain performance goals during the period from January 1, 2020 through December 31, 2022 (the “2020 Grant Performance Period”), as follows: (i) the relative total stockholder return (“TSR”) percentile ranking of the Company as compared to the specified performance peer group and (ii) achieves a target 3-year cumulative revenue growth. Each performance goal is weighted at 50% in determining the number of PSUs that become earned PSUs. The maximum number of earned PSUs for the 2020 Grant Performance Period is 200% of the target number of PSUs. At the end of the 2020 Grant Performance Period, the Committee, in its sole discretion, will review the performance achieved on each performance goal that was established at the beginning of the 2020 Grant Performance Period. Following vesting, the PSUs will be converted to, and paid in the form of, an equivalent number of shares of the Company’s Common Stock.

 

Some PSUs shown in this column (100,232 for Mr. Sewell and 39,443 for Mr. Shannon) will vest if the employee meets the Service Requirement of maintaining employment from the grant award date through December 31, 2023, the end of the Performance Period, defined below, and if the Company achieves certain performance goals during the period from January 1, 2021 through December 31, 2023 (the “2021 Grant Performance Period”), as follows: (i) the relative total stockholder return (“TSR”) percentile ranking of the Company as compared to the specified performance peer group and (ii) achieves a target 3-year cumulative revenue growth. Each performance goal is weighted at 50% in determining the number of PSUs that become earned PSUs. The maximum number of earned PSUs for the Performance Period is 200% of the target number of PSUs. At the end of the 2021 Grant Performance Period, the Committee, in its sole discretion, will review the performance achieved on each performance goal that was established at the beginning of the 2021 Grant Performance Period. Following vesting, the PSUs will be converted to, and paid in the form of, an equivalent number of shares of the Company’s Common Stock.

(4)
The amounts in this column equal the number of unearned PSUs shown in the column to the left multiplied by, in each case, the closing market price of the Common Stock on December 31, 2021 of $4.73 per share. The amounts shown are not necessarily indicative of the amounts that may actually be realized by the Named Executive Officers. The actual amounts realized will be based on whether the PSUs are earned and the market value of the Common Stock on the applicable Performance Period End Date.

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Additional Narrative Disclosures

Base Salary

Each Named Executive Officer’s base salary is a fixed component of compensation that reflects the officer’s responsibilities, tenure, job performance, and the market for the executive’s services. The Compensation Committee reviews the base salaries for each Named Executive Officer annually as well as at the time of any promotion or significant change in job responsibilities and, in connection with each review, the Compensation Committee considers individual and Company performance over the course of the applicable fiscal year. As of the 2021 annual review or promotion, the annual base salary rate for Messrs. Sewell and Shannon for fiscal 2021 was $540,000 and $425,000, respectively.

2021 Bonus Plan

Messrs. Sewell and Shannon participated in our 2021 bonus plan, under which they had the opportunity to earn a bonus calculated as a percentage of their base salary based on the achievement of a combination of Company-wide financial and performance goals. These goals included, but were not limited to, adjusted EBITDA threshold, free cash flow threshold, engagement improvement, safety, environmental compliance, and customer service. Actual payment of the bonuses under this plan is at the discretion of the Compensation Committee. Pursuant to the terms of their employment agreements, the target annual bonuses for Messrs. Sewell and Shannon were 100% and 70% of their annual base salary, respectively. The Compensation Committee reviewed the Company’s performance with regard to targeted adjusted EBITDA and Operating Cash Flow metrics as well as the achievement of certain Company goals and determined, in its discretion, that annual bonuses should be paid out at 128% of his annual base salary for Mr. Sewell and 90% of his annual base salary for Mr. Shannon.

Long-Term Incentive Awards

The Company believes that equity-based compensation is essential to align the interests of the Company’s management and its stockholders in enhancing the long-term value of the Common Stock and to encourage executives to remain employed with the Company. We also maintain stock ownership guidelines for our executives. Among the types of equity awards the Company is authorized to issue under the Charah Solutions, Inc. 2018 Omnibus Incentive Plan, the Compensation Committee of the Board has determined that a mix of time-vested RSU and PSU awards, ranging between a 60% RSU/40% PSU mix to an 80% RSU/20% PSU mix depending on the classification and level of the employee, satisfies the retention and incentive purposes of the equity-based awards.

Other Benefits

The Company maintains a 401(k) Plan. Under the 401(k) plan the Company has historically made a flat contribution to each employee’s 401(k) account equal to 3.0% of each employee’s eligible compensation. The Named Executive Officers participate in the Company’s benefit plan on the same basis as other employees.

Employment, Severance, or Change in Control Agreements

We are party to employment agreements with each of Messrs. Sewell and Shannon (each, an “Executive”). Pursuant to the terms of the employment agreements, if the employment of Mr. Sewell or Mr. Shannon is terminated by us for “cause” (as defined in the employment agreements) or by the Executive without “good reason” (as defined in the employment agreements), we will pay the terminated Executive any accrued and unpaid portion of his base salary, provide any benefits to which the Executive was entitled (including paid time off through the date of his termination of employment) as well as pay any unreimbursed expenses (collectively, the “Accrued Obligations”).

Upon the termination of an Executive’s employment due to his death or “disability” (as defined in the employment agreements), we will pay the terminated Executive, or the Executive’s estate, as applicable, the Accrued Obligations, as well as the annual bonus he would have earned for the fiscal year in which his death or disability occurred based on actual performance.

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Upon the termination of the employment of Mr. Sewell or Mr. Shannon by us without cause or by the Executive with good reason, the terminated Executive will be entitled to the Accrued Obligations, and subject to the terminated Executive’s executing (and not revoking) a general release of claims, the following payments and benefits:

• Severance in a total amount equal to the Severance Multiple (as defined below) times the sum of his annual base salary and target annual bonus;

• COBRA continuation coverage under our group health plan at the same cost applicable to our active employees for 18 months (in the case of Mr. Sewell) or 12 months (in the case of Mr. Shannon) following such termination of employment (or, if earlier, the date that the terminated Executive becomes eligible to receive health benefits as a result of subsequent employment); and

• A pro-rata portion of the annual bonus he would have earned for the fiscal year in which the termination of employment occurred based on actual performance (or, if the termination of employment occurs during the 12-month period following a “change in control” (as defined in the 2018 Omnibus Incentive Plan) (the “CIC Protection Period”), the greater of target or actual performance).

The Severance Multiple is 2.0 for Mr. Sewell and 1.0 for Mr. Shannon, provided that, if the termination of employment occurs during the CIC Protection Period, the Severance Multiple is 2.5 for Mr. Sewell and 1.5 for Mr. Shannon.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s executive officers and directors and persons who beneficially own more than 10% of the outstanding shares of Common Stock (collectively, the “reporting persons”) to file with the SEC initial reports of their beneficial ownership of Common Stock and reports of changes in their beneficial ownership of Common Stock. Based solely on a review of such reports and written representations made by the Company’s reporting persons with respect to the completeness and timeliness of their filings, the Company believes that the reporting persons complied with all applicable Section 16(a) filing requirements on a timely basis during fiscal 2021, except for (i) Messrs. Whalen and Young, directors of the Company, who, due to administrative errors, each filed a late Form 3, (ii) Messrs. Sewell and Shannon, executives of the Company, who, due to an administrative calendaring error, each filed a late Form 4, and (iii) BCP Energy Services Fund UGP, LLC, an entity which beneficially owns more than 10% of the outstanding shares of Common Stock, which filed a late Form 4 failing to timely report three sale transactions of Common Stock.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the “Executive Compensation” section included in this Proxy Statement with management and based on such review and discussions, recommended to the Board that the “Executive Compensation” section be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Respectfully submitted by the Compensation Committee of the Board,

Mignon L. Clyburn, Chair

Robert C. Flexon

Mark Spender

Kenneth Young

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Audit Committee Report

The primary purpose of the Audit Committee is to assist the Board in its oversight of all material aspects of the accounting and financial reporting processes, internal controls, and internal audit functions of the Company, including its compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Management has primary responsibility for the Company’s consolidated and combined financial statements and reporting processes, including its internal controls and disclosure controls and procedures. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of the consolidated and combined financial statements in accordance with the standards of the Public Company Accounting Oversight Board and expressing an opinion on the conformity of those audited consolidated and combined financial statements with generally accepted accounting principles.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated and combined financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. This review included a discussion of the quality and acceptability of the Company’s financial reporting and internal controls. During the past fiscal year, the Audit Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee also received during the past fiscal year the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.

Based on the reviews, discussions and disclosures referred to above, the Audit Committee recommended to the Board that the audited consolidated and combined financial statements of the Company for the fiscal year ended December 31, 2021 be included in its Annual Report on Form 10-K for such fiscal year.

Respectfully submitted by the Audit Committee of the Board,

Robert C. Flexon, Chair

Timothy Alan Simon

Dennis T. Whalen

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Proposal 2:

Ratification of the Appointment of

Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022. Deloitte & Touche LLP has served as the Company’s independent registered public accounting firm since 2017. The Audit Committee reviewed and discussed the performance of Deloitte & Touche LLP for fiscal 2021 prior to its appointment of Deloitte & Touch LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022.

The Company expects that representatives of Deloitte & Touche LLP will participate in the Annual Meeting, and the representatives will have an opportunity to make a statement if they desire to do so. The Company also expects that representatives will be available to respond to appropriate questions from stockholders.

Stockholder ratification of the Audit Committee’s appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022 is not required by the Company’s Amended and Restated Bylaws or otherwise. Nevertheless, the Board is submitting the appointment of Deloitte & Touche LLP to the Company’s stockholders for ratification as a matter of good corporate governance. If the Company’s stockholders fail to ratify the appointment, the Audit Committee will reconsider its appointment of Deloitte & Touche LLP. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022. Unless otherwise specified, proxies will be voted “FOR” the ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2022.

Fees Paid to Independent Registered Public Accounting Firm

The following table presents fees for professional audit services rendered by Deloitte & Touche LLP for the audit of the Company’s consolidated and combined financial statements for the fiscal years ended December 31, 2021 and 2020 and fees billed for other services rendered by Deloitte & Touche LLP during those periods.

	Fiscal 2021 ($)	Fiscal 2020 ($)
Audit Fees(1)	885,538	781,028
Audit-Related Fees(2)	160,000	—
Tax Fees	—	—
All Other Fees(3)	1,895	1,895
Total	1,047,433	782,923

(1)
Audit Fees consists of services rendered for audit of our annual consolidated financial statements and reviews of the interim condensed consolidated financial statements period.

(2)
Audit-Related Services consists of services rendered for issuance of comfort letter related to the Company’s issuance of debt, review of registration statements filed by the Company with the SEC, and the issuance of consents to the incorporation by reference of opinions in registration statements filed by the Company with the SEC.

(3)
All Other Fees consists of licensing fees paid for access to an online accounting research program provided by the Company’s independent registered public accounting firm.

Audit Committee Pre-Approval of Audit and Non-Audit Services

The Audit Committee has implemented procedures to ensure that all audit and permitted non-audit services to be provided to the Company have been pre-approved by the Audit Committee. Specifically, the Audit Committee pre-approves the use of the Company’s independent registered public accounting firm for specific audit and non-audit services, within pre-approved monetary limits. If a proposed service has not been pre-approved, then it must be specifically pre-approved by the Audit Committee before the service may be provided by the Company’s independent registered public accounting firm. Any pre-approved services exceeding the pre-approved monetary

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limits require specific approval by the Audit Committee. For fiscal 2021, all of the audit fees were approved by the Audit Committee in accordance with the above procedures. All of the other fees billed by Deloitte & Touche LLP to the Company for fiscal 2021 were approved by the Audit Committee by means of specific pre-approvals. All non-audit services provided in fiscal 2021 were reviewed with the Audit Committee, which concluded that the provision of such services by Deloitte & Touche LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

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Equity Compensation Plan Information

The table below provides information as of December 31, 2021, with respect to the securities authorized for issuance to employees, directors and consultants of the Company and its affiliates under the Incentive Plan. The 2018 Plan, which was adopted by the Board of Directors upon the closing of the IPO, provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, bonus stock, dividend equivalents, other stock-based awards, substitute awards, annual incentive awards and performance awards. The Company has reserved 5,006,582 shares of Common Stock for issuance under the 2018 Plan, and all future equity awards described above will be issued pursuant to the 2018 Plan.

Plan Category(1)	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c)
Equity compensation plans approved by security holders	869,199(2)	—(3)	2,434,984(4)

(1)
The Company does not have any equity compensation plan not approved by security holders.

(2)
Represents the number of unvested RSUs and unearned PSUs awarded to the Company’s key employees and non-employee directors under the 2018 Plan.

(3)
There are no outstanding stock options or other equity awards having an exercise price.

(4)
Represents shares available for award in the future under the 2018 Plan

Additional Information

Stockholder Proposals for the 2023 Annual Meeting of Stockholders

Any stockholder proposal intended to be included in the Company’s proxy statement and form of proxy relating to the 2023 Annual Meeting of Stockholders must be in writing and received by the Company no later than December 30, 2022. Any such stockholder proposal must also comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to the attention of the Company’s Corporate Secretary at Charah Solutions, Inc., 12601 Plantside Drive, Louisville, Kentucky 40299. Pursuant to the SEC rules, submitting a proposal will not guarantee that it will be included in the Company’s proxy materials.

In addition, any stockholder proposal intended to be presented at the 2023 Annual Meeting of Stockholders, but that will not be included in the Company’s proxy statement and form of proxy relating to the 2023 Annual Meeting of Stockholders (i.e., any proposal other than a proposal submitted pursuant to Rule 14a-8 of the Exchange Act), must be in writing and received by the Company’s Corporate Secretary at Charah Solutions, Inc., 12601 Plantside Drive, Louisville, Kentucky 40299 not earlier than February 8, 2023 and not later than March 10, 2023. However, in the event that the date of the 2022 Annual Meeting of Stockholders is scheduled for a date that is more than 30 days before or more than 60 days after June 8, 2023, notice by the stockholder to be timely must be so received not later than the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Stockholder proposals must include the specified information concerning the proposal and the stockholder submitting the proposal as set forth in the Company’s Amended and Restated Bylaws. A copy of the Company’s Amended and Restated Bylaws may be obtained by writing to the Company’s Corporate Secretary at Charah Solutions, Inc., 12601 Plantside Drive, Louisville, Kentucky 40299.

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In addition to satisfying the foregoing requirements, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules (effective for meetings held after August 31, 2022), which notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than 60 calendar days prior to the anniversary date of the Annual Meeting (for the 2023 Annual Meeting, no later than April 9, 2023). However, if the date of the 2023 Annual Meeting is changed by more than 30 calendar days from such anniversary date, then notice must be provided by the later of 60 calendar days prior to the date of the 2023 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2023 Annual Meeting is first made.

2021 Annual Report to Stockholders

This Proxy Statement is accompanied by the 2021 Annual Report to Stockholders, and these materials are also available at www.proxyvote.com and the investors portion of the Company’s website, www.charah.com. The 2021 Annual Report to Stockholders, which contains the audited consolidated and combined financial statements and other information about the Company, is not incorporated in this Proxy Statement and is not to be deemed a part of the proxy soliciting material.

Annual Report on Form 10-K

The Company will provide without charge to each person solicited pursuant to this Proxy Statement, upon the written request of any such person, a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including the financial statements and the financial statement schedules, required to be filed with the SEC, or any exhibit thereto. Requests should be in writing and addressed to the attention of Steven A. Brehm, the Company’s Corporate Secretary, at Charah Solutions, Inc., 12601 Plantside Drive, Louisville, Kentucky 40299.

Householding

The SEC has adopted rules permitting companies to mail one proxy statement and annual report, or notice of internet availability of proxy materials, as applicable, in one envelope to all stockholders residing at the same address if certain conditions are met. This is called “householding” and can result in significant savings of paper and mailing costs. The Company has not implemented householding with respect to its stockholders of record; however, a number of brokerage firms have instituted householding that may impact certain beneficial owners of shares held in street name. If members of your household have multiple accounts through which they hold Voting Stock, you may have received a householding notification from the stockholder of record (e.g., your bank, broker, or other nominee).

Please contact the stockholder of record directly if you have any questions or wish to revoke your decision to household or to receive an additional copy of this Proxy Statement, the 2021 Annual Report to Stockholders or the Notice of Internet Availability for members of your household.

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