EQUITY | NOTE 19. EQUITY Equity-Based Purchase Consideration Pursuant to the NRC 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 6, 2020, the Company’s Board of Directors’ authorization to repurchase the Company’s outstanding shares of common stock and warrants under the share repurchase program expired. In the future, the Board of Directors may consider reauthorizing the repurchase program at any time, and the timing of any future 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 repurchased 397,600 shares of common stock in an aggregate amount of $17.3 million under the repurchase program during the year ended December 31, 2020. Omnibus Incentive Plan On May 27, 2015, the stockholders of Predecessor US Ecology approved the Omnibus Incentive Plan (as amended, “Pre-Merger 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 Pre-Merger Omnibus Plan, amended and restated such plan and renamed it the Amended and Restated US Ecology, Inc. Omnibus Incentive Plan (the “Omnibus Plan”) for the purpose of issuing replacement awards to award recipients under the Omnibus Plan pursuant to the NRC 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, consultants and non-employee 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 employees, consultants and non-employee directors. The Omnibus Plan expires on March 31, 2031 and authorizes 3,272,000 shares of common stock for grant over the life of the Omnibus Plan. As of December 31, 2021, 2,088,750 shares of common stock remain available for grant under the Omnibus Plan. Subsequent to the approval of the Pre-Merger Omnibus Plan by Predecessor US Ecology in May 2015, we stopped granting equity awards under the American Ecology Corporation 2008 Stock Option Incentive Plan (“Pre-Merger 2008 Stock Option Plan”). However, in connection with the closing of the NRC Merger, the Company assumed the Pre-Merger 2008 Stock Option Plan, amended and restated such plan and renamed it in the Amended and Restated US Ecology, Inc. 2008 Stock Option Incentive Plan (the “2008 Stock Option Plan”) solely for the purpose of issuing replacement awards to award recipients thereunder and remains in effect solely for the settlement of awards granted under such plan and no future grants may be made 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 solely for the purpose of issuing replacement awards to award recipients thereunder pursuant to the NRC Merger Agreement, and no future grants may be made under such 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 2019 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. On January 24, 2020, the Company granted 5,358 PSUs to certain employees. Each January 2020 PSU represents the right to receive, on the settlement date, one share of the Company’s common stock. The actual number of January 2020 PSUs that will vest and be settled in shares is determined based on the achievement of certain milestones. The fair value of the January 2020 PSUs estimated on the grant date was $54.55 per unit. Compensation expense is recorded over the awards’ milestone measurement period. On July 16, 2020, the Company granted 51,922 PSUs to certain employees. Each July 2020 PSU represents the right to receive, on the settlement date, one share of the Company’s common stock. The total number of July 2020 PSUs each participant is eligible to earn ranges from 0% to 200% of the target number of PSUs granted. The actual number of July 2020 PSUs that will vest and be settled in shares is determined at the end of a 2.5-year performance period beginning July 1, 2020, based on the Company’s total shareholder return relative to a set of peer companies. Compensation expense is recorded over the awards’ 2.5-year vesting period. The Company did not grant any PSUs in 2021. A summary of our PSU activity is as follows: Weighted Average Grant Date Units Fair Value Outstanding as of December 31, 2020 86,070 $ 49.45 Vested (31,211) 60.62 Cancelled, expired or forfeited (1,474) 54.55 Outstanding as of December 31, 2021 53,385 $ 42.79 The fair value of PSUs granted on July, 16, 2020 and March 1, 2019 was estimated as of the date of grant using a Monte Carlo simulation model. The grant date fair value of PSUs granted on July 16, 2020 and March 1, 2019 was $42.47 and $58.20 per unit, respectively. Assumptions used in the Monte Carlo simulation to calculate the fair value of the PSUs granted are as follows: 2020 2019 Stock price on grant date $ 32.89 $ 58.40 Expected term 2.5 years 3.0 years Expected volatility 40.6 % 30.0 % Risk-free interest rate 0.2 % 2.5 % Expected dividend yield — % 1.1 % During 2021, 31,211 PSUs vested and PSU holders earned zero 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, 2020 357,033 $ 49.93 Granted 205,800 35.30 Cancelled, expired or forfeited (16,239) 44.38 Outstanding as of December 31, 2021 546,594 $ 44.59 $ — 6.9 Exercisable as of December 31, 2021 283,329 $ 48.52 $ — 5.3 The weighted average grant date fair value of all stock options granted during 2021, 2020 and 2019 was $9.90, $12.30 and $14.26 per share, respectively. The total intrinsic value of stock options exercised during 2020 and 2019 was $100,000 and $152,000, respectively. No 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: 2021 2020 2019 Expected life 3.8 years 4.0 years 2.7 years Expected volatility 38 % 30 % 30 % Risk-free interest rate 0.2 % 1.4 % 2.1 % Expected dividend yield 0.5 % 1.2 % 1.2 % 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, 2020 72,766 $ 51.47 Granted 84,800 36.49 Vested (47,002) 47.08 Outstanding as of December 31, 2021 110,564 $ 41.85 The total fair value of restricted stock vested during 2021, 2020 and 2019 was $1.8 million, $2.3 million and $2.5 million, 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, 2020 147,243 $ 39.92 Granted 62,759 39.33 Vested (64,597) 44.75 Cancelled, expired or forfeited (18,856) 42.51 Outstanding as of December 31, 2021 126,549 $ 36.78 The total fair value of restricted stock units vested during 2021, 2020 and 2019 was $2.6 million, $3.0 million and $4.8 million, respectively. Treasury Stock During 2021, the Company repurchased 12,788 shares of the Company’s common stock in connection with the net share settlement of employee withholding taxes due on vested equity awards at an average cost of $36.33 per share and issued 128,714 shares of common stock from our treasury stock in connection with employee equity awards at an average cost of $43.93 per share. During 2020, the Company repurchased 17,169 shares of the Company’s common stock in connection with the net share settlement of employee withholding taxes due on vested equity awards at an average cost of $57.91 per share, repurchased 397,600 shares of the Company’s common stock under our stock repurchase program at an average cost of $43.61 per share and issued 56,381 shares of common stock from our treasury stock in connection with employee equity awards at an average cost of $44.20 per share. 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 2021 2020 2019 Share-based compensation from: Stock options $ 1,201 $ 725 $ 575 Restricted stock 2,719 2,032 1,662 Restricted stock units (1) 2,758 3,810 6,193 Performance stock units (2) 1,211 1,266 831 Total share-based compensation 7,889 7,833 9,261 Income tax benefit (1,162) (2,115) (3,098) Share-based compensation, net of tax $ 6,727 $ 5,718 $ 6,163 (1) Share-based compensation from restricted stock units for the years ended December 31, 2020 and 2019 includes $605,000 and $3.7 million, respectively, 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. Share-based compensation from restricted stock units for the year ended December 31, 2021 and 2020 also includes $434,000 and $405,000, respectively, of compensation expense related restricted stock unit awards granted to certain employees identified as critical to the successful integration of NRC. Share-based compensation from these awards is 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. (2) Share-based compensation from performance stock units for the year ended December 31, 2021 includes a benefit of $23,000 to compensation expense related to the expiration of milestone-based performance stock unit awards granted to certain employees identified as critical to the successful integration of NRC. Share-based compensation from performance stock units for the year ended December 31, 2020 includes $173,000 of compensation expense related to achievement of milestone-based performance stock unit awards granted to certain employees identified as critical to the successful integration of NRC. Share-based compensation from these awards is 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 2020 and 2019 were $113,000 and $321,000, respectively. No Unrecognized Share-Based Compensation Expense As of December 31, 2021, there was $7.6 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 one year. Warrants At December 31, 2021, 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 |