EQUITY | NOTE 19. EQUITY Equity-Based Purchase Consideration Pursuant to the Merger Agreement, on November 1, 2019 the Company paid $626.5 million of the purchase price in equity-based consideration comprising 9,337,949 newly-issued shares of US Ecology common stock, 3,772,753 replacement warrants, 118,239 replacement restricted stock units and 29,400 replacement stock options. Stock Repurchase Program On June 1, 2016, the Company’s Board of Directors authorized the repurchase of $25.0 million of the Company’s outstanding common stock. On May 29, 2018, the repurchase program was extended and will remain in effect until June 6, 2020, unless further extended by our Board of Directors. On December 30, 2019, the Company’s Board of Directors authorized the repurchase of $25.0 million of the Company’s outstanding warrants (such dollar amount considered in the aggregate with the dollar amount of shares of common stock repurchased by the Company, if any, under the Company’s share repurchase program) as part of the Company’s share repurchase program. Repurchases may be made from time to time in the open market or through privately negotiated transactions. The timing of any repurchases of common stock or warrants will be based upon prevailing market conditions and other factors. The Company may from time to time also consider other options for repurchasing some or all of its warrants, including but not limited to a tender offer for all of the outstanding warrants. The Company did not repurchase any shares of common stock under the repurchase program during the year ended December 31, 2019. Omnibus Incentive Plan On May 27, 2015, the stockholders of Predecessor US Ecology approved the Omnibus Incentive Plan (as amended, “Omnibus Plan”), which was approved by Predecessor US Ecology’s Board of Directors on April 7, 2015. In connection with the closing of the NRC Merger, the Company assumed the Omnibus Plan by adopting the Amended and Restated US Ecology, Inc. Omnibus Incentive Plan for the purposes of issuing replacement awards to award recipients under the Omnibus Plan pursuant to the Merger Agreement and for the issuance of additional awards in the future. The Omnibus Plan was developed to provide additional incentives through equity ownership in US Ecology and, as a result, encourage employees and directors to contribute to our success. The Omnibus Plan provides, among other things, the ability for the Company to grant restricted stock, performance stock, options, stock appreciation rights, restricted stock units, performance stock units and other share-based awards or cash awards to officers, employees, consultants and non-employee directors. The Omnibus Plan expires on April 7, 2025 and authorizes 1,500,000 shares of common stock for grant over the life of the Omnibus Plan. As of December 31, 2019, 725,966 shares of common stock remain available for grant under the Omnibus Plan. Subsequent to the approval of the Omnibus Plan by Predecessor US Ecology in May 2015, we stopped granting equity awards under our 2008 Stock Option Incentive Plan (“2008 Stock Option Plan”). However, in connection with the closing of the NRC Merger, the Company assumed the 2008 Stock Option Plan for the purpose of issuing replacement awards to award recipients thereunder and will remain in effect solely for the settlement of awards granted under such plan. No shares that are reserved but unissued under the 2008 Stock Option Plan or that are outstanding under the 2008 Stock Option Plan and reacquired by the Company for any reason will be available for issuance under the Omnibus Plan. In addition, in connection with the closing of the NRC Merger, the Company assumed the NRC Group Holdings Corp. 2018 Equity Incentive Plan previously maintained by NRC by adopting the Amended and Restated US Ecology, Inc. 2018 Equity and Incentive Compensation Plan. Like the 2008 Stock Option Plan, the NRC Group Holdings Corp. 2018 Equity Incentive Plan was assumed by the Company solely for the purpose of issuing replacement awards to award recipients pursuant to the Merger Agreement, and no future grants may be made under the 2018 Equity and Incentive Compensation Plan. Performance Stock Units (PSUs) We have PSU awards outstanding under the Omnibus Plan. Each PSU represents the right to receive, on the settlement date, one share of the Company’s common stock. The total number of PSUs each participant is eligible to earn ranges from 0% to 200% of the target number of PSUs granted in 2018 and 2017. The actual number of 2018 and 2017 PSUs that will vest and be settled in shares is determined based on total stockholder return relative to a set of peer companies, over a three-year performance period. The total number of PSUs each participant is eligible to earn ranges from 0% to 300% of the target number of PSUs granted in 2019. The actual number of 2019 PSUs that will vest and be settled in shares is determined based on achievement of certain Company financial performance metrics and total stockholder return relative to a set of peer companies, over a three-year performance period. Compensation expense is recorded over the awards’ three-year vesting period. A summary of our PSU activity is as follows: Weighted Average Grant Date Units Fair Value Outstanding as of December 31, 2018 39,200 $ 55.48 Granted 17,111 58.20 Vested (13,600) 41.22 Outstanding as of December 31, 2019 42,711 $ 61.11 The fair value of PSUs is estimated as of the date of grant using a Monte Carlo simulation model. The grant date fair value of PSUs granted during 2019, 2018 and 2017 was $58.20, $63.56. and $62.45 per unit, respectively. Assumptions used in the Monte Carlo simulation to calculate the fair value of the PSUs granted are as follows: 2019 2018 2017 Stock price on grant date $ 58.40 $ 51.00 $ 49.15 Expected term 3.0 years 3.0 years 3.0 years Expected volatility 30 % 30 % 31 % Risk-free interest rate 2.5 % 2.0 % 1.5 % Expected dividend yield 1.1 % 1.4 % 1.5 % During 2019, 13,600 PSUs vested and PSU holders earned 19,414 shares of the Company’s common stock. Stock Options We have stock option awards outstanding under the 2008 Stock Option Plan and the Omnibus Plan. Stock options expire ten years from the date of grant and generally vest over a period of three years from the date of grant. Vesting requirements for non-employee directors are contingent on attending a minimum of 75% of regularly scheduled board meetings during the year. Upon the exercise of stock options, common stock is issued from treasury stock or, when depleted, from new stock issuances. A summary of our stock option activity is as follows: Weighted Weighted Average Average Aggregate Remaining Exercise Intrinsic Contractual Shares Price Value Term (Years) Outstanding as of December 31, 2018 236,503 $ 44.93 Granted 70,500 58.75 Exercised (11,875) 45.42 Cancelled, expired or forfeited (1,540) 43.55 Outstanding as of December 31, 2019 293,588 $ 48.23 $ 2,841 6.1 Exercisable as of December 31, 2019 212,527 $ 44.89 $ 2,767 5.2 The weighted average grant date fair value of all stock options granted during 2019, 2018 and 2017 was $14.26, $11.64 and $10.92 per share, respectively. The total intrinsic value of stock options exercised during 2019, 2018 and 2017 was $152,000, $6.6 million and $1.0 million, respectively. During 2019, option holders tendered 3,640 options in connection with options exercised via net share settlement. The fair value of each stock option is estimated as of the date of grant using the Black-Scholes option-pricing model. Expected volatility is estimated based on an average of actual historical volatility and implied volatility corresponding to the stock option’s estimated expected term. We believe this approach to determine volatility is representative of future stock volatility. The expected term of a stock option is estimated based on analysis of stock options already exercised and foreseeable trends or changes in behavior. The risk-free interest rates are based on the U.S. Treasury securities maturities as of each applicable grant date. The dividend yield is based on analysis of actual historical dividend yield. The significant weighted-average assumptions relating to the valuation of option grants are as follows: 2019 2018 2017 Expected life 2.7 years 3.8 years 3.8 years Expected volatility 30 % 30 % 31 % Risk-free interest rate 2.1 % 2.0 % 1.5 % Expected dividend yield 1.2 % 1.5 % 1.7 % Restricted Stock We have restricted stock awards outstanding under the Omnibus Plan. Generally, restricted stock awards vest annually over a three-year period. Vesting of restricted stock awards to non-employee directors is contingent on the non-employee director attending a minimum of 75% of regularly scheduled board meetings and 75% of the meetings of each committee of which the non‐employee director is a member during the year. Upon the vesting of restricted stock awards, common stock is issued from treasury stock or, when depleted, from new stock issuances. A summary of our restricted stock activity is as follows: Weighted Average Grant Date Shares Fair Value Outstanding as of December 31, 2018 74,988 $ 46.74 Granted 28,900 62.59 Vested (39,234) 43.77 Outstanding as of December 31, 2019 64,654 $ 55.62 The total fair value of restricted stock vested during 2019, 2018 and 2017 was $2.5 million, $2.2 million and $868,000, respectively. Restricted Stock Units We have restricted stock unit awards outstanding under the Omnibus Plan. Each restricted stock unit represents the right to receive, on the settlement date, one share of the Company’s common stock. Generally, restricted stock unit awards vest annually over a three-year period. Upon the vesting of restricted stock unit awards, common stock is issued from treasury stock or, when depleted, from new stock issuances. A summary of our restricted stock unit activity is as follows: Weighted Average Grant Date Units Fair Value Outstanding as of December 31, 2018 66,785 $ 53.77 Granted 151,263 60.92 Vested (85,014) 58.35 Cancelled, expired or forfeited (1,835) 52.87 Outstanding as of December 31, 2019 131,199 $ 59.05 The total fair value of restricted stock units vested during 2019, 2018 and 2017 was $4.8 million, $967,000 and $314,000, respectively. Treasury Stock During 2019 prior to the NRC Merger, Predecessor US Ecology issued 8,900 shares of restricted stock under the Omnibus Plan, from our treasury stock at an average cost of $57.77 per share and repurchased 14,462 shares of the Predecessor US Ecology’s common stock in connection with the net share settlement of employee equity awards at an average cost of $63.34 per share. In connection with the closing of the NRC Merger, the outstanding treasury stock of Predecessor US Ecology was cancelled. Share-Based Compensation Expense All share-based compensation is measured at the grant date based on the fair value of the award, and is recognized as an expense in earnings over the requisite service period. The components of pre-tax share-based compensation expense (primarily included in Selling, general and administrative expenses in our consolidated statements of operations) and related tax benefits were as follows: $s in thousands 2019 2018 2017 Share-based compensation from: Stock options $ 575 $ 727 $ 1,141 Restricted stock 1,662 1,590 1,505 Restricted stock units (1) 6,193 1,324 716 Performance stock units 831 725 571 Total share-based compensation 9,261 4,366 3,933 Income tax benefit (3,098) (1,027) (1,403) Share-based compensation, net of tax $ 6,163 $ 3,339 $ 2,530 (1) 2019 share-based compensation from restricted stock units includes $3.7 million of compensation expense related to the accelerated vesting of restricted stock unit awards upon the termination of former employees of NRC subsequent to the NRC Merger in accordance with change-in-control provisions of their respective employment agreements. The accelerated vesting and resulting share-based compensation expense recognition was attributable entirely to the NRC Merger therefore the Company has classified this portion of share-based compensation expense as business development and integration expenses within Selling, general and administrative expenses in our consolidated statements of operations. The tax benefits from stock options exercised during 2019, 2018 and 2017 were $321,000, $1.4 million and $129,000, respectively. Unrecognized Share-Based Compensation Expense As of December 31, 2019, there was $8.3 million of unrecognized compensation expense related to unvested share-based awards granted under our share-based award plans. The expense is expected to be recognized over a weighted average remaining vesting period of approximately two years. Warrants At December 31, 2019, there were a total of 3,772,753 warrants outstanding. Each warrant entitles the holder thereof to purchase one share of common stock at a price of $58.67 per share, subject to certain adjustments. The warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will expire at 5:00 p.m. New York City time on October 17, 2023, or earlier upon redemption or liquidation. The warrants are listed on the Nasdaq Capital Market under the symbol “ECOLW”. The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, upon not less than 30 days’ prior written notice of redemption to each warrant holder, if, and only if, the reported last sale price of Common Stock equals or exceeds $91.84 per share on each of 20 trading days within the 30 trading-day period ending on the business day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable on exercise of the warrants and subject to the satisfaction of certain other requirements. The warrants were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging |