Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

The 2013 Equity and Incentive Plan as amended (the "2013 Plan") authorizes the issuance of up to 15.1 million shares of the Company's common stock for use in paying incentive compensation awards in the form of stock options or other equity awards such as restricted stock, restricted stock units ("RSUs"), stock appreciation rights ("SARs") or performance share units ("PSUs"), in which, starting in the year ended December 31, 2025, are settled either through equity or cash. Of the 15.1 million shares authorized, a maximum of 10.7 million shares may be issued for awards other than option rights or SARs, as defined in the 2013 Plan. The 2016 Non-Employee Directors' Long-Term Equity Compensation Plan, as amended (the "2016 Plan"), authorizes the issuance of up to 1.2 million shares of the Company's common stock for equity awards. Both plans have been approved by the Company's stockholders. At December 31, 2025, there were 2.4 million shares available for granting equity awards under the 2013 Plan, of which 1.6 million shares were available for awards other than option rights or SARs. At December 31, 2025, there were 0.3 million shares available for granting equity awards under the 2016 Plan.

Restricted Stock Units

The Board approves the granting of performance-based RSUs as the long-term equity component of director, officer and certain key employee compensation. The RSUs require no payment from the recipient and compensation cost is measured based on the market price of the Company's common stock on the grant date and is generally recorded over the vesting period. RSUs granted to officers and certain key employees in 2023, 2024 and 2025 either vest on a pro-rata basis over three years or upon obtainment of specified retirement or years of service criteria. The vesting period for RSUs granted to non-employee directors is one year and each RSU is exchanged for an equal number of shares of the Company's common stock upon vesting for awards issued under the 2016 and 2013 Plans. There is no option for cash payment.

RSU activity for the year ended December 31, 2025 was as follows:



	Number of Shares	Weighted Average Grant-Date Fair Value
















Non-vested at December 31, 2024	1,475,656	$	8.01
Granted	1,203,010	$	6.14
Vested	(708,854)	$	8.22
Forfeited	(47,920)	$	7.30
Non-vested at December 31, 2025	1,921,892	$	6.78

Total compensation expense related to RSUs was $7.9 million, $6.3 million and $4.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, the total unrecognized compensation expense related to non-vested RSUs was $6.1 million, which will be recognized over a weighted-average period of 1.7 years.

The total fair value of RSU's vested in 2025, 2024 and 2023 was $5.8 million, $5.6 million and $4.1 million, respectively.

Stock Appreciation Rights

The Board approves the granting of SARs to officers and certain key employees under the 2013 Plan. The SARs generally vest on a pro-rata three-year basis from the grant date or upon specified retirement or years of service criteria and expire no later than ten years after the grant date. The exercise price of the SARs is equal to the fair value of the Company's common stock on the grant date. Upon exercise, shares of the Company's common stock are issued based on the increase in the fair value of the Company's common stock over the exercise price of the SAR. SARs do not have an option for cash payment.

The table below summarizes the total SARs granted and the fair value of each grant estimated on the grant date using a Black-Scholes pricing model with the following assumptions:



	Number of Shares Granted	Risk-free Interest Rate		Dividend Yield		Expected Life (Years)	Volatility		SAR Grant Price		Fair Value of SAR





March 2023 Grant	404,594	4.20	%	—	%	6.0	62.6	%	$	7.45	$	4.56
May 2023 Grant	48,427	3.48	%	—	%	6.0	63.0	%	$	9.31	$	5.64
March 2024 Grant	567,967	4.04	%	—	%	6.0	63.4	%	$	8.20	$	5.04
March 2025 Grant	711,450	4.02	%	—	%	6.0	65.1	%	$	6.03	$	3.77
June 2025 Grant	33,850	4.18	%	—	%	6.0	65.7	%	$	8.20	$	5.17

SARs activity for the year ended December 31, 2025 was as follows:



	Number of Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value (in millions) (a)
























Outstanding, December 31, 2024	2,618,218	$	11.20	$	0.4
Granted	745,300	$	6.13
Exercised	(80,979)	$	7.86
Forfeited/Expired	(290,705)	$	15.69
Outstanding, December 31, 2025	2,991,834	$	9.59	$	25.7

(a) Intrinsic value is defined as the difference between the current market value and the exercise price, for those SARs where the market price exceeds the exercise price.

The intrinsic value for SARs exercised in 2025 was $0.8 million. For 2024, there was no intrinsic value for SARs exercised. There were no SARs exercised in 2023.

The following table summarizes information related to outstanding and exercisable SARs at December 31, 2025:


	SARs Outstanding					SARs Exercisable
Range of Exercisable Prices	Vested	Non-vested	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Life in Years	Number Exercisable	Weighted-Average Exercise Price per Share
$5.02 - $13.70	1,430,025	1,238,201	$	8.30	6.28	1,430,025	$	9.52
$18.58 - $22.51	323,608	—	20.25		3.51	323,608	20.25

	1,753,633	1,238,201	$	9.59	5.98	1,753,633	$	11.50

Total compensation expense related to SARs was $3.6 million, $2.1 million and $1.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025, total unrecognized compensation expense related to non-vested SARs was $1.9 million, which will be recognized over a weighted average period of 1.8 years.

Weighted-average grant date fair value of non-vested SARs for the year ended December 31, 2025 was as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value


























Non-vested shares, December 31, 2024	928,964	$	5.07
Granted	745,300	3.83
Vested	(407,647)	5.26
Forfeited	(28,416)	4.88
Non-vested shares, December 31, 2025	1,238,201	$	4.27

Performance Share Units

The Board approves the granting of PSUs to officers and certain key employees that may be earned based on the Company's total shareholder return over the three-year performance period. PSUs are paid out at the end of each performance period based on the Company’s performance, which is measured by determining the percentile rank of the total shareholder return of the Company's common stock in relation to the total shareholder return of a specific peer group of companies. The peer group of companies utilized is the S&P SmallCap 600 Industrials Index. The payment of PSUs following the performance period will be based in accordance with the scale set forth in the PSU agreements, and may range from 0% to 200% of the initial grant. For 2025, a portion of the PSUs that were granted are to be settled in cash and are, therefore, accounted for as a liability with changes in value recorded through earnings at the end of each reporting period and is included in Other liabilities on the Company's Consolidated Balance Sheet. PSUs granted prior to 2025 did not have an option for cash payment.

Under the 2013 Plan, the Company granted the following shares presented in the table below and estimated the fair value of these grants on the grant date using a Monte Carlo pricing model with the following assumptions:


	PSUs Issued
	Number of Shares Granted	Risk-free Interest rate		Dividend Yield		Expected Life (Years)	Volatility		Fair Value per PSU


March 2023 Grant	758,965	4.67	%	—	%	2.82	43.9	%	$	10.91
May 2023 Grant	29,337	3.75	%	—	%	2.65	41.5	%	$	15.24
March 2024 Grant	778,702	4.26	%	—	%	2.81	39.8	%	$	12.04
March 2025 Grant	1,041,593	3.91	%	—	%	2.83	58.2	%	$	7.38

Total compensation expense related to PSUs was $21.8 million, $8.3 million and $5.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. During the year ended December 31, 2025, the Company approved the acceleration of vesting for PSUs held by certain executive officers in connection with the Company's agreement for the pending sale of Clean Earth to mitigate the potential negative tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended by the Company and the executive officers. As a result of this modification, the Company recognized incremental compensation expense of $6.5 million, which includes the fair value adjustment related to the equity and cash-settled PSUs. The year ended December 31, 2025 also includes additional expense related to the fair value adjustment pertaining primarily related to the unvested cash-settled PSUs. At December 31, 2025, total unrecognized compensation expense related to non-vested PSUs was $7.4 million, which will be recognized over a weighted average period of 1.9 years.

A summary of the Company's non-vested PSU activity during the year ending December 31, 2025 was as follows:



	Number of Shares	Weighted-Average Grant Date Fair Value








































Non-vested shares, December 31, 2024	1,457,388	$	11.58
Granted (a)	1,041,593	$	7.38
Vested, not issued (b)	(660,165)	$	11.10
Vested and issued (c)	(912,459)	$	9.79
Forfeited (d)	(83,839)	$	10.84
Non-vested shares, December 31, 2025	842,518	$	8.77

(a) Includes 520,819 equity-settled and 520,774 cash-settled

(b) The measurement period for PSUs issued in 2023 ended on December 31, 2025. These shares vested but will not be issued until the Board certifies the measurement period results in early 2026. These shares will vest at 200%.

(d) Includes 78,340 equity-settled and 5,499 cash-settled.