EQUITY

6 Months Ended

Jun. 30, 2020

EQUITY

EQUITY

NOTE 15.   EQUITY

Stock Repurchase Program

On June 1, 2016, the Company’s Board of Directors authorized the repurchase of up to $25.0 million of the Company’s outstanding common stock. On May 29, 2018, the repurchase program was extended. On December 30, 2019, the Company’s Board of Directors authorized the repurchase of up to $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. On June 6, 2020, our authorization by the Company’s Board of Directors 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. During the six months ended June 30, 2020, the Company repurchased 397,600 shares of common stock in an aggregate amount of $17.3 million under the repurchase program.

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 June 30, 2020, 502,617 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.

PSUs, RSUs and Restricted Stock

On January 24, 2020, the Company granted 5,358 PSUs to certain employees. Each PSU represents the right to receive, on the settlement date, one share of the Company’s common stock. The actual number of PSUs that will vest and be settled in shares is determined based on the achievement of certain milestones. The fair value of the PSUs estimated on the grant date was $54.55 per unit. Compensation expense is recorded over the awards’ milestone measurement period.

A summary of our PSU, restricted stock and RSU activity for the six months ended June 30, 2020 is as follows:

	PSUs			Restricted Stock			RSUs
		Weighted			Weighted			Weighted
		Average			Average			Average
		Grant Date			Grant Date			Grant Date
	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Outstanding as of December 31, 2019	42,711	$	61.11	64,654	$	55.62	131,199	$	59.05
Granted	5,358		54.55	51,700		48.35	110,540		33.30
Vested	(11,929)		62.17	(43,588)		53.93	(46,871)		56.08
Cancelled, expired or forfeited	—		—	—		—	(11,482)		57.22
Outstanding as of June 30, 2020	36,140	$	59.79	72,766	$	51.47	183,386	$	44.40

During the six months ended June 30, 2020, 11,929 PSUs vested and PSU holders earned 7,226 shares of the Company’s common stock.

Stock Options

A summary of our stock option activity for the six months ended June 30, 2020 is as follows:

		Weighted
		Average
		Exercise
	Shares	Price
Outstanding as of December 31, 2019	293,588	$	48.23
Granted	78,700		54.20
Exercised	(6,880)		34.69
Cancelled, expired or forfeited	(5,415)		42.43
Outstanding as of June 30, 2020	359,993	$	49.88
Exercisable as of June 30, 2020	243,263	$	47.02

During the six months ended June 30, 2020, option holders tendered 3,738 options in connection with options exercised via net share settlement.

Treasury Stock

During the six months ended June 30, 2020, the Company repurchased 17,169 shares of the Company’s common stock in connection with the net share settlement of employee equity awards at an average cost of $57.91 per share and repurchased 397,600 shares of the Company’s common stock under our stock repurchase program at an average cost of $43.61 per share.

Dividends

On March 31, 2020, the Board of Directors approved a plan to suspend quarterly cash dividends, beginning with the second quarter of 2020. The Company did not pay dividends during the three months ended June 30, 2020 and paid dividends of $0.18 per common share during the three months ended June 30, 2019. The Company paid dividends of $0.18 per common share and $0.36 per common share during the six months ended June 30, 2020 and 2019, respectively.