Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2019, the Board of Directors (the “Board”)
of US Ecology, Inc. (the “Company”) appointed Melanie Steiner to the Board, increasing the number of directors to nine.
Ms. Steiner will serve in this role until the Company’s next Annual Meeting of Stockholders.
Ms. Steiner brings more than 25 years of experience in risk
management and business strategy. Since 2012, she has served as the Chief Risk Officer at PVH Corp. [NYSE: PVH], a global Fortune
500 retail and apparel company with ownership of multiple lifestyle brands including Calvin Klein and Tommy Hilfiger. In her senior
executive role, she is responsible for managing a diverse set of global operational and risk functions including internal audit,
cybersecurity, corporate responsibility, insurance, and crisis management. She is also heavily involved in key strategic and growth
initiatives for the organization including digital transformation, supply chain innovation, and M&A where she has direct experience
with complex acquisition integrations and achievement of deal synergies. Ms. Steiner is also well known globally as an expert in
Environmental, Social, Governance (ESG), with earlier roles that include international environmental law and policy at the United
Nations level, as well as Big 4 advisory services. She holds an LLM Master of Laws from the University of London in the U.K. and
an LLB (J.D.) Bachelor of Laws from Osgoode Hall Law School, York University, Toronto.
Ms. Steiner was also appointed to the Board's Audit and Risk
Committee, replacing John T. Sahlberg. The Board has determined that Ms. Steiner satisfies the definition of “independent
director” and all other requirements for service on the Board's Audit and Risk Committee under the NASDAQ listing standards
and applicable SEC requirements. With Ms. Steiner’s appointment, the Board’s standing committees now consist of the
following Board members:
Audit and Risk
: Glenn A. Eisenberg
(Chair), Daniel Fox, Melanie Steiner
Compensation
: John T. Sahlberg (Chair),
Joe F. Colvin, Glenn A. Eisenberg, Ronald C. Keating
Corporate Governance
: Daniel Fox (Chair),
Katina Dorton, Ronald C. Keating
Ms. Steiner will participate under the Company’s non-employee
director compensation program. Under this program, she will receive, on a pro-rated basis, cash compensation of $50,000 and a restricted
equity award with a value equal to $75,000 that is subject to certain vesting restrictions. As a member of the Audit and Risk Committee,
Ms. Steiner will also receive, on a pro-rated basis, a cash retainer of $
7,000.
7.01 Regulation FD Disclosure
.
On July 22, 2019, the
Company issued a press release announcing the appointment of Ms. Steiner to the Board. A copy of the press release is filed with
this Form 8-K as Exhibit 99.1.
The information in this report (including Exhibit 99.1) being
furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
9.01 Financial Statements and Exhibits.
(d) Exhibits.