UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

US ECOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Stephen A. RomanoJeffrey R. Feeler
Chairman of the Board of Directors

Boise, Idaho
April 15, 201521, 2016

All Stockholders are cordially invited to attend the Annual Meeting of Stockholders in person. Even if you have given your proxy, you may still vote in person if you attend the Annual Meeting of Stockholders and elect to revoke your proxy.

PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING OF STOCKHOLDERS, YOU WILL NOT BE PERMITTED TO VOTE IN PERSON AT THE MEETING UNLESS YOU FIRST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THE RECORD HOLDER.

US ECOLOGY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 2015JUNE 2, 2016

PROXY STATEMENT

        The Board of Directors ("Board" or "Board of Directors") of US Ecology, Inc. ("Company") is soliciting proxies to be voted at the Annual Meeting of Stockholders of the Company to be held on May 27, 2015,June 2, 2016, at 8:00 a.m. Eastern Daylight Time, at the Fairfield Inn & Suites, 17350 Fox Drive,US Ecology, Inc.—Regional Office, 17440 College Parkway, Suite 300, Livonia, Michigan 48152, including any adjournments or postponements thereof (the "Meeting" or the "Annual Meeting"). We intend to mail a Notice Regarding the Availability of Proxy Materials ("Notice") and to make this Proxy Statement available to our stockholders of record entitled to vote at the Annual Meeting on or about April 16, 2015.22, 2016.

PROXY SOLICITATION AND VOTING INFORMATION

        In accordance with the rules and regulations adopted by the Securities and Exchange Commission ("SEC"), instead of mailing a printed copy of our proxy materials to each stockholder of record, we will furnish proxy materials, including this Proxy Statement, the proxy card and the Company's Annual Report on Form 10-K for the year ended December 31, 20142015 ("Annual Report"), to our stockholders by providing access to such documents on the Internet.Stockholders will not receive printed copies of the proxy materials unless requested. Instead, the Notice will inform stockholders how they may access and review all of the proxy materials. The Notice will also inform stockholders how to submit a proxy through the Internet. If you wish to receive a paper copy or e-mail copy of your proxy materials, please follow the instructions in the Notice for requesting such materials. We will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. If you choose to access the proxy materials and/or vote over the Internet, however, you are responsible for any Internet access charges you may incur.

        If you are a stockholder of record, you may vote in person at the Annual Meeting. A ballot will be provided to you upon your arrival. If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy over the Internet, by telephone or by mail. The procedures for voting by proxy are as follows:

•

To vote by proxy on theInternet, go to www.proxyvote.com to complete an electronic proxy card.



•

To vote by proxy by telephone, dial the toll free number listed on your proxy card using atouch-tone telephone and follow the recorded instructions.



•

To vote by proxy using amailing card (if you received a printed copy of these proxy materials by mail), complete, sign and date the enclosed proxy card and return it promptly in the envelope provided.

        All shares represented by duly executed proxies on the accompanying form received prior to the Meeting will be voted in the manner specified therein. Any stockholder granting a proxy may revoke it at any time before it is voted by filing with the Secretary of the Company either an instrument revoking the proxy or a duly executed proxy bearing a later date. Any stockholder present at the Meeting who expresses a desire to vote shares in person may also revoke his or her proxy. For any matter for which no choice has been specified in a duly executed proxy, the shares represented will be votedFOR each of the nominees for director listed herein,FOR the ratification of the Company's independent registered public accounting firm,FOR the compensation as disclosed in the Compensation Discussion and Analysis section and the accompanying compensation tables contained in this Proxy Statement,

FOR the US Ecology, Inc. Omnibus Incentive Plan and, with respect to any other business that may properly come before the Meeting, at the discretion of the persons named in the proxy.

        The Company is providing Internet proxy voting to allow you to vote your shares on-line using procedures designed to ensure the authenticity and correctness of your voting instructions.If you vote by proxy on the Internet or by telephone, your vote must be received by 11:59 p.m. Eastern Daylight Time on May 26, 2015,June 1, 2016, to be counted.

        The Annual Report is being furnished with this Proxy Statement to stockholders of record as of April 2, 2015.8, 2016. The Annual Report does not constitute a part of the proxy solicitation materialmaterials except as otherwise provided by the rules of the SEC, or as expressly provided for herein.

OUTSTANDING SHARES AND VOTING RIGHTS

        The Board of Directors of the Company fixed April 2, 20158, 2016 as the record date ("Record Date") for the determination of stockholders entitled to notice of and to vote at the Meeting. On the Record Date there were 21,658,95721,759,860 shares of common stock issued, outstanding and entitled to vote. The Company has no other voting securities outstanding. Each stockholder of record is entitled to one vote per share held on all matters submitted to a vote of stockholders, except that in electing directors each stockholder is entitled to cumulate his or her votes and give any one candidate an aggregate number of votes equal to the number of directors to be elected (7)(6), multiplied by the number of his or her shares, or to distribute such aggregate number of votes among as many candidates as he or she chooses. For a stockholder to exercise cumulative voting rights, the stockholder must give notice of his or her intention to cumulatively vote prior to the Meeting or at the Meeting in person, prior to voting. If any stockholder has given such notice, all stockholders may cumulatively vote. The holders of proxies will have authority to cumulatively vote and allocate such votes in their discretion to one or more of the director nominees. The holders of the proxies solicited do not intend to cumulatively vote the shares they represent unless a stockholder indicates his or her intent to do so, in which instance they intend to cumulatively vote all the shares they hold by proxy in favor of the director nominees identified herein.

        The holders of a majority of the outstanding shares of common stock on the Record Date entitled to vote at the Meeting in person or by proxy will constitute a quorum for the transaction of business at the Meeting. In accordance with the Company's Amended and Restated Bylaws, an affirmative vote of a majority of the votes cast is required for approval of all matters. Abstentions and broker non-votes are not included in the determination of the number of votes cast at the Meeting, but are counted for purposes of determining whether a quorum is present.

CORPORATE GOVERNANCE

        In accordance with the Delaware General Corporation Law, the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, the Company's business, property and affairs are managed under the direction of the Board of Directors. Although the Company's non-employee directors are not involved in day-to-day operations, they are kept informed of the Company's business through written financial and operations reports and other documents provided to them from time to time by the officers of the Company, as well as by operating, financial and other reports presented by the officers of the Company in preparation for, and at meetings of, the Board of Directors and the three standing committees of the Board of Directors.

        The Board of Directors is ultimately responsible for the Company's corporate governance and it is the responsibility of the Board of Directors to ensure that the Company complies with federal securities laws and regulations, including those promulgated under the Sarbanes-Oxley Act of 2002.

        The Board of Directors has adopted a Code of Ethics for Chief Executive Officer, Chief Financial Officer and Other Executive Officers as well as a Code of Ethics for Directors (collectively the "Codes

of Ethics"), which have been filed with the SEC and posted on the Company's website at www.usecology.com. Please note that none of the information on the Company's website is incorporated by reference in this Proxy Statement. There have been no waivers to the Codes of Ethics since their adoption. Any future waivers or changes would be disclosed on the Company's website.

        Independence.    The Company is required by NASDAQ listing standards to have a majority of independent directors. The Board of Directors has determined that six of the Company's present sevenfollowing directors are independent as defined by the applicable NASDAQ standards. These six directors are Victor J. Barnhart,standards: Joe F. Colvin, Katina Dorton, Daniel Fox, David M. Lusk and Stephen A. Romano.Romano and John T. Sahlberg. The Board of Directors has determined that each of these directors is free of any relationship that would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director. If John T. Sahlberg is elected as a director, it is anticipated that he will be independent as defined by the applicable NASDAQ standards.

        Mr. Feeler is the Company's President and Chief Executive Officer and therefore not considered independent under the applicable NASDAQ standards. The Board of Directors also determined that David M. Lusk, who is currently a director of the Company but who is not standing for reelection at the Annual Meeting, is independent under such standards.

        Meetings of the Board of Directors.    During the year ended December 31, 2014,2015, the Board of Directors held fourfive regularly scheduled meetings. FourSix special meetings of the Board were also held. Each of the directors attended at least 75% of the total meetings of the Board of Directors and the total number of meetings held by the committees on which he or she served. Director attendance at the Annual Meeting of Stockholders is encouraged but not required. All directors who stood for election at the 20142015 Annual Meeting of Stockholders on May 22, 201427, 2015 attended that meeting. It is the policy of the Board to hold regular executive sessions where non-employee directors meet without management participation. The Board of Directors met in executive session without management present at all regularly scheduled Board of Directors meetings in fiscal year 2014.2015.

        Risk Oversight.Oversight.    The Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value while managing risk. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to understand and manage those risks, but also evaluating what level of risk is appropriate for the Company. The involvement of the full Board of Directors in setting the Company's business strategy is a key part of its assessment of management's risk tolerance and determination of what constitutes an appropriate level of risk for the Company. The full Board of Directors participates in an annual enterprise risk management assessment, which is monitored and coordinated by the Company's Audit Committee. In this process, risk is assessed throughout the business, focusing on three primary areas of risk: financial risk, legal/compliance risk and operational/strategic risk.

        While the Board of Directors has the ultimate oversight responsibility for the risk management process, committees of the Board also have responsibility for certain aspects of risk management. In particular, the Audit Committee focuses on financial risk, including internal controls. In setting compensation, the Compensation Committee strives to create incentives and equity ownership programs that will align the interests of management with stockholders and encourage an appropriate level of risk-taking behavior consistent with the Company's business strategy. The Company conducts an annual assessment of the risk management process which is monitored and coordinated by the Company's Audit Committee, andthe findings of which findings are reported to the Board.

        Committees of the Board of Directors.    The three standing committees of the Board of Directors are the Audit, Corporate Governance and Compensation Committees.

        Audit Committee—The current members of the Audit Committee are Messrs. BarnhartFox and FoxSahlberg, and Ms. Dorton. Mr. Fox is the chairman. The Audit Committee, which met fivefour times in 2014,2015, has duties that include the following:

•

ReviewsReviewing the proposed plan and scope of the Company's annual audit, as well as the audit results, and reviewsreviewing and approvesapproving the selection of and services provided by the Company's independent registered public accountant and its fees;

•

MeetsMeeting with management to assure the adequacy of accounting principles, financial controls and policies;



•

ReviewsReviewing transactions that may present a conflict of interest on the part of management or individual directors;



•

MeetsMeeting at least quarterly to review financial results, discuss financial statements and SEC reporting and make recommendations to the Board;



•

OverseesOverseeing enterprise-wide approach to risk management;



•

MonitorsMonitoring dividend policy and confirmsconfirming that cash flows are legally sufficient to support dividend payments prior to declaration; and



•

ReviewsReviewing the independent registered public accountant's recommendations for internal controls, adequacy of staff and management performance concerning audit and financial controls.

        The Board of Directors has determined that each of Messrs. BarnhartFox and FoxSahlberg, and Ms. Dorton meet the independence requirements for Audit Committee service set forth in the applicable rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that each of Mr. Fox and Ms. Dorton qualifies as an "audit committee financial expert" as defined in Item 407 of Regulation S-K. Effective as of the Annual Meeting date, it is intended that an independent director will be appointed to replace Mr. Barnhart on the Audit Committee. The written charter for the Audit Committee is available on the Company's website at www.usecology.com.

        Corporate Governance Committee—The current members of the Corporate Governance Committee are Messrs. Barnhart, Colvin and Fox. Mr. BarnhartFox, and Ms. Dorton. Ms. Dorton is the chairman. The Corporate Governance Committee, which met eighttwo times in 2014,2015, fulfills the requirement of a nominating committee composed solely of independent directors as required by the applicable NASDAQ listing standards. The Corporate Governance Committee is responsible for identifying and recommending qualified and experienced individuals to fill vacancies and potential new director seats if the Board is expanded. Mr. Lusk was appointed to the Board in 2014 at the recommendation of Mr. Feeler, President and Chief Executive Officer. Mr. Barnhart, a non-management director, recommended Ms. Dorton's appointment to the Board in 2014. On April 7, 2015,March 3, 2016, the Corporate Governance Committee recommended and the Board of Directors discussed and approved the sevensix director nominees standing for election at the Annual Meeting, sixfive of whom the Board of Directors has determined are independent as defined by the applicable NASDAQ standards. Mr. Fox, a non-management director, recommended Mr. Sahlberg to be included in this year's Board slate.

        The Corporate Governance Committee does not have a stated policy with regard to the consideration of diversity in identifying director nominees, but rather evaluates candidates based upon various factors, including, but not limited to:

•

Integrity;



•

Education and business experience;



•

Broad-based business acumen;



•

Understanding of the Company's business, industry and related regulatory environment; and



•

Expertise.

The Company believes that consideration of these and other factors leads to a Board consisting of individuals with viewpoints, professional experience, education, skillskills and other qualities that contribute to Board heterogeneity. The Corporate Governance Committee and Board evaluated the qualifications of the Board as a whole, considering a number of key skills. The Corporate Governance Committee concluded that the individuals nominated to stand for election at the Annual Meeting of Stockholders collectively offer a mix of skills, expertise and experience that is well suited to the Company's needs. Effective as of the Annual Meeting date, it is intended that an independent director will be appointed to replace Mr. Barnhart on the Corporate Governance Committee. The written charter for the Corporate Governance Committee is available on the Company's website at www.usecology.com.

        Compensation Committee—The current members of the Compensation Committee are Messrs. Colvin, and Fox and Ms. Dorton.Sahlberg. Mr. Colvin is the chairman. The Board of Directors has determined that each of Mr.Messrs. Colvin, Mr. Fox and Ms. DortonSahlberg meets the independence requirements for Compensation Committee service set forth by the applicable NASDAQ listing standards. The Compensation Committee, which met fourfive times in 2014,2015, oversees the Company's overall compensation policies, reviews and approves performance targets for the Company's incentive compensation programs, designs and administers the Company's equity compensation plans, and reviews and approves the compensation of each of the Named Executive Officers, including the amount of base salary, incentive compensation and equity compensation payable. The Compensation Committee also makes recommendations to the Board concerning employee salaries and incentiveregarding compensation administers and approves grants underof the Second Amended and Restated 1992 Stock Option Plan, the Amended and Restated 2005 Non-Employee Director Compensation Plan, the 2006 Restricted Stock Plan, the 2008 Stock Option Incentive Plan and the Omnibus Incentive Plan, addresses executive compensation and contract matters, recommends director compensationBoard and performs other Board-delegated functions. The written charter for the Compensation Committee is available on the Company's website at www.usecology.com.

        Board Leadership Structure.Structure.    Each year the Board selects a Chairman of the Board and a Chief Executive Officer. The Chairman of the Board has separatedis responsible for helping establish the positionsCompany's strategic priorities, presiding over Board meetings and communicating the Board's guidance to management. The Chief Executive Officer, on the other hand, is responsible for the day-to-day management of the Company's operations and business and reports directly to the Board.

        During the 2015-2016 Board year, the roles of Chairman of the Board and Chief Executive Officer. Separating these positions allows the Chief Executive Officer to focus on operating and growingwere both held by Mr. Feeler. Mr. Feeler has been with the Company while allowing the Chairmanfor nearly a decade, which has given him a unique understanding of the environmental services industry, market trends and the Company's strategic position, strengths and weaknesses, as well as day-to-day operational details. The Board believes that these attributes make Mr. Feeler uniquely qualified to leadserve in both positions and helps the Board and provide advice to management based on his industryoperate in an efficient and regulatory experience. While theeffective manner.

        The Company's Amended and Restated Bylaws or Corporate Governance Guidelines do not require that the Chairman of the Board and Chief Executive Officer positions be filled by separate individuals, the Board believes that having separate individuals serve as Chief Executive Officer and Chairman of the Board is the appropriate leadership structure for the Company at this time and demonstrates the Company's continuing commitment to strong corporate governance. The Board of Directors recognizes that, depending on future circumstances, other leadership models may become more appropriate. Accordingly, the Board of Directors will continue to periodically review its leadership structure.

        Lead Director.    The Corporate Governance Committee Charter specifiesspecify that when the Chairman of the Board also serves as an employee of the Company, the Chairman of the Corporate Governance Committee shall serve as "Lead Independent Director" and, among other things, serve as a liaison between the non-independent chairman and the independent directors; review and approve the schedule, agenda and materials for all meetings of the Board; chair executive sessions of the independent Board members at scheduled Board meetings without the non-independent chairman present; provide consultation and direct communication to major stockholders, if requested; and call special meetings of the independent Board members if needed. For 2014 there was no Lead Director asFrom the date of Mr. Feeler's appointment to Chairman of the Board was not an employeeon May 27, 2015, Ms. Dorton has served as Lead Independent Director.

        Although the Board believes that this leadership structure is currently in the best interests of the Company.Company and its stockholders, the Board will, from time to time, reevaluate whether to separate the responsibilities of Chief Executive Officer and Chairman of the Board.

SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

        In accordance with SEC rules and regulations, the Company must receive stockholder proposals submitted for inclusion in the Company's proxy materials and for consideration at the 20162017 Annual Meeting of Stockholders ("2017 Annual Meeting")no later than December 11, 201512, 2016. Any such proposals are requested to be submitted to Wayne R. Ipsen, Secretary, US Ecology, Inc., 251 E. Front St., Suite 400, Boise, Idaho 83702 and should comply with the SEC rules governing stockholder proposals submitted for inclusion in proxy materials.

        Stockholders may also submit recommendations for nominees for director to Wayne R. Ipsen, Secretary, US Ecology, Inc., 251 E. Front St., Suite 400, Boise, Idaho 83702. Recommendations are requestedno later than December 11, 201512, 2016 for consideration by the Corporate Governance Committee for the 20162017 Annual Meeting of Stockholders. In considering any nominee proposed by a stockholder, the Corporate Governance Committee will apply the same criteria it uses in evaluating all director candidates. Nominees should reflect suitable expertise, skills, attributes and personal and professional backgrounds for service as a director of the Company.

        Other stockholder communications to the Board of Directors may be sent at any time to US Ecology, Inc., c/o Wayne R. Ipsen, Secretary, 251 E. Front St., Suite 400, Boise, Idaho 83702. Management intends to summarize and present all such communications to the Board of Directors.

        The SEC has promulgated rules relating to the exercise of discretionary voting authority under proxies solicited by the Board of Directors. If a stockholder intends to present a proposal at the 2017 Annual Meeting without inclusion of that proposal in the Company's proxy materials and written notice of the proposal is not received by the Secretary of the Company by March 8, 2017 (the date that is forty-five (45) days before the one year anniversary on which the Company first sent its proxy materials for this Annual Meeting), or if the Company meets other requirements of the applicable SEC rules, the proxies solicited by the Board of Directors for use at the 2017 Annual Meeting will confer discretionary authority to vote on the proposal should it then be raised at the 2017 Annual Meeting.

ELECTION OF DIRECTORS

PROPOSAL NO. 1

        At the Meeting, the sevensix director nominees receiving the greatest number of votes cast will be elected, provided that each nominee receives a majority of the votes cast. Directors so elected will hold office until the next Annual Meeting of Stockholders or until their death, resignation or removal, in which case the Board of Directors may or may not appoint a successor. It is the intent of the persons named in the proxy, Jeffrey R. Feeler and Wayne R. Ipsen, to vote proxies that are not marked to the contrary for the director nominees named below. If any nominee is unable to serve, the named proxies may, in their discretion, vote for any or all other persons who may be nominated.

        The Corporate Governance Committee recommended sevensix directors to stand for election to the Board of Directors. All nominees have agreed to serve if elected. During 2014,2015, the Company did not receive any nominee recommendations from stockholders.

Nominees for Directors

        Joe F. Colvin joined the Board of Directors in 2008. He is a former senior executive with more than forty (40) years of experience in the nuclear energy field. Mr. Colvin serves on the board of directors of Cameco Corporation (1999), a public company and the world's largest uranium producer, and the Foundation for Nuclear Studies (2003), and serves as the Chairman, President and Chief Executive Officer of The Club at Las Campanas, a private golf, tennis and equestrian country club in Santa Fe, New Mexico (2012). He previously served as a director forof Cameco Corporation (1999-2015) and the American Nuclear Society

(2007-2012) and, an organization in which he served as its President from 2011-2012. He is also President Emeritus of the Nuclear Energy Institute, Inc. (NEI)("NEI"), serving since 2005 and previously served in various executive positions with the NEI, including President and Chief Executive Officer (1996 to 2005) and Executive Vice President and Chief Operating Officer (1994 to 1996). Mr. Colvin previously held senior management positions with the Nuclear Management and Resources Committee and the Institute for Nuclear Power Operations. Mr. Colvin served twenty (20) years as a line officer with the U.S. Navy nuclear submarine program.

        The Board of Directors concluded that Mr. Colvin is qualified to serve as a director because of his extensive senior management experience, deep knowledge of the nuclear industry and participation on the boards of large public and private organizations.

        Katina Dorton joined the Board of Directors in 2014. She is currently principal ownerChief Financial Officer of Doric Co. LLC, an advisory firm, and provides consulting services to public and private companies in the areas of M&A and strategic finance.Immatics GmbH, a biotechnology company. Ms. Dorton has more than twenty (20) years of investment banking experience advising corporate clients and their Boards of Directorsboards on capital markets, fund raising, mergers and acquisitions and other strategic transactions. She previously served as Managing Director at Needham & Co., Managing Director-Investment Banking at Morgan Stanley, and as an attorney in private practice at Sullivan & Cromwell. Ms. Dorton holds a J.D. from the University of Virginia School of Law, an M.B.A. from George Washington University, and a B.A. from Duke University.

        The Board of Directors concluded that Ms. Dorton is qualified to serve as a director because of her extensive knowledge of strategic finance, over twenty (20) years of investment banking experience, senior management experience and experience as a practicing attorney.

        Jeffrey R. Feeler joined the Board of Directors in 2013, was appointed Chairman of the Board in 2015 and is the Company's President and Chief Executive Officer. He joined the Company in 2006 as Vice President, Chief Accounting Officer, Treasurer and Controller. He was promoted in 2007 to Vice President and Chief Financial Officer; positions he held until his promotion to senior executive in October 2012. Prior to 2006, Mr. Feeler held financial and accounting management positions with MWI Veterinary Supply, Inc. (a distribution company), from 2003 to 2005 with Albertson's, Inc. (a grocery retailer) and from 2002 to 2003 with Hewlett-Packard Company. From 1993 to 2003, he held various accounting and auditing positions, most recently asincluding the position of Sr. Manager for PricewaterhouseCoopers LLP. Mr. Feeler is a Certified Public Accountant and holds a BBA of Accounting and a BBA of Finance from Boise State University.

        The Board of Directors concluded that Mr. Feeler is qualified to serve as a director because of his intimate knowledge of the Company's business operations and the industry in which it competes. Mr. Feeler also has an extensive knowledge of and experience in capital markets, mergers, acquisitions and strategic planning gained through his professional experiences.

        Daniel Fox joined the Board of Directors in 2010. He is a Certified Public Accountant and a full-time lecturer in the College of Business and Economics at Boise State University where he develops and teaches graduate and upper division undergraduate accounting and finance courses. Mr. Fox held various management and leadership positions over a twenty-eight (28) year career at PricewaterhouseCoopers LLP, retiring as a senior partner and the firm's Global Capital Markets Leader in Switzerland. During his public accounting career, Mr. Fox provided a wide range of services to a diverse mix of clients ranging in size from small privately held start-up companies to mature global public companies. He has been a frequent speaker on broad-ranging topics such as impacts of new or proposed auditing, accounting, reporting, regulatory and international financial reporting matters. Mr. Fox also serves on a committee of the Idaho State Board of Accountancy.

        The Board of Directors concluded that Mr. Fox is qualified to serve as a director because of his wide-ranging experience working with audit committees, boards and senior management as well as his

knowledge of Generally Accepted Accounting Principles ("GAAP") and SEC accounting and reporting gained through his career in public accounting and activities as a lecturer and speaker on auditing, accounting, finance, reporting and regulatory matters.

David M. Lusk joined the Board of Directors in 2014. He is the former President and Chief Executive Officer of EQ—The Environmental Quality Company ("EQ") where he served in that position from 1995 until 2014 when EQ was purchased by the Company. Mr. Lusk brings more than twenty-five (25) years of industry experience managing hazardous waste operations. Mr. Lusk holds B.S. degrees in Chemistry and Cellular and Molecular Biology from the University of Michigan and has a M.B.A. from Eastern Michigan University.

The Board of Directors concluded that Mr. Lusk is qualified to serve as a director because of his extensive knowledge of the hazardous waste management industry and over twenty-five (25) years of broad senior management experience in the same.

        Stephen A. Romano joined the Board of Directors in 2002. He was appointed President and Chief Operating Officer of the Company in October 2001, Chief Executive Officer in March 2002 and Chairman of the Board of Directors in February 2008, thea position he currently holds.held until May 2015. He was an employee of the Company for more than twenty (20) years prior to his retirement in December 2009. Mr. Romano is a consultant to the International Atomic Energy Agency on nuclear waste matters. Mr. Romano previously worked for the U.S. Nuclear Regulatory Commission, the Wisconsin Department of Natural Resources, the Idaho National Engineering Laboratory and as an independent consultant on hazardous and radioactive waste management.

        The Board of Directors concluded that Mr. Romano is qualified to serve as a director because of his knowledge and understanding of the Company's operations and his industry, regulatory and government relations experience. Mr. Romano has demonstrated his leadership abilities while serving in various positions with the Company including Chief Executive Officer.

        John T. Sahlberg is a proposed new director forjoined the 2015-2016 Board year.of Directors in 2015. He is currently Senior Vice President of Human Resources, General Counsel and Secretary for Boise Cascade Company, promoted from Vice President in 2012, a position in which he had served since 2008. Boise Cascade Company is one of the largest producers of plywood and engineered wood products in the North America and a leading U.S. wholesale distributor of wood products. At Boise Cascade Company, Mr. Sahlberg is responsible for human resources, labor relations, environmental compliance, legal, government relations, communications and board administration. He was an integral part of the team that returned Boise Cascade Company to public ownership through its public offering in 2013. During his thirty-three (33)thirty-four (34) years with Boise Cascade Company and its predecessors, he has held numerous legal and human resource positions. From 2000 to the present, Mr. Sahlberg has served as a director and chairman (2014) of Vigilant, a non-profit employer association. He also serves as Management Trustee of Bledsoe Health Care Trust (2000) and served as Management Trustee of TOC/Carpenters Pension Trust from 2000-2009. Mr. Sahlberg is a member of the Idaho State Bar and holds a B.A. in Economics from Harvard University and a J.D. from Georgetown University.

        The Board of Directors concluded that Mr. Sahlberg is qualified to serve as a director because of his human resource and board governance knowledge and his experience in integrating acquisitions and in environmental matters gained through his professional experiences.

The Board of Directors unanimously recommends a vote FOR each of the listed nominees.

RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL NO. 2

        The Audit Committee has selected Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accountant for the 20152016 fiscal year. A Deloitte representative plans to be present telephonically presentor in person at the Annual Meeting, available to answer appropriate questions and will have an opportunity to make a statement if he or she desires to do so.

        While stockholder ratification of Deloitte as the Company's independent registered public accountant is not required by the Company's Restated Certificate of Incorporation, Amended and Restated Bylaws or otherwise, the Board is submitting its selection of Deloitte for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection, the Board, in conjunction with its Audit Committee, will further evaluate whether to retain Deloitte. If the selection is ratified, the Board and the Audit Committee, in their discretion, may direct the appointment of a different independent accounting firm at any time if they determine that such a change would be in the best interests of the Company and its stockholders.

        The affirmative vote of the holders of a majority of the votes cast is required to ratify the appointment of Deloitte. Abstentions and broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this proposal has been ratified.

Audit, Audit-Related, Tax and Other Fees

        The aggregate fees billed or expected to be billed for the audit of the Company's financial statements for the fiscal years ended December 31, 20142015 and 20132014 by the Company's principal accounting firm, Deloitte, were as follows:

        Deloitte prepared an annual engagement letter that was submitted to the Audit Committee for approval for the 20142015 audit. The Audit Committee approved all of the non-audit services provided by Deloitte in fiscal year 20142015 in advance of the services being performed. The engagement letter created a contract between the Company and Deloitte that specified the responsibilities of each party. It was signed on behalf of the Company by the Chairman of the Audit Committee and the Chief Financial Officer. The Company paid Deloitte a fixed amount for the annual audit and each quarterly review and for other services agreed to in the engagement letter and subsequent amendments. The Audit Committee believes that Deloitte's provision of non-audit services has been compatible with maintaining the firm's independence.

        Deloitte will prepare an annual engagement letter to be submitted to the Audit Committee for approval to perform the 2015 audit. This engagement letter will create a contract between the Company and Deloitte specifying the responsibilities of each party and will be signed on behalf of the Company by the Chairman of the Audit Committee and the Chief Financial Officer. The Company will pay Deloitte a fixed amount for the annual audit and each quarterly review and for any other services agreed to in the engagement letter or subsequent amendments. Any non-audit services will be approved in advance by the Audit Committee to ensure the firm's independence is maintained.

The Board of Directors unanimously recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL NO. 3

        As required by Section 14 of the Exchange Act, the Company is providing its stockholders with the opportunity to cast an advisory vote on the compensation of its named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis section and accompanying tables of this Proxy Statement. These individuals are referred to collectively in this Proxy Statement as the Company's "Named Executive Officers."Officers". The Board of Directors believes it is appropriate to seek the views of its stockholders on the design and effectiveness of the Company's executive compensation program.

        The Company's goal for its executive compensation program is to attract and retain exceptional, highly motivated individuals as executive officers who will provide leadership for the Company's success in dynamic, highly competitive markets. The Company seeks to accomplish this goal in a way that is aligned with the long-term interests of the Company's stockholders. The Company believes that its executive compensation program achieves this goal with its emphasis on long-term equity awards and performance-based compensation.

        As an advisory vote, this proposal is not binding upon the Company. However, the Board of Directors values the opinions expressed by stockholders in their vote on this proposal and, to the extent that a significant percentage of votes are cast against the compensation of the Named Executive Officers, the Compensation Committee will evaluate potential changes for consideration by the full Board to address the concerns reflected in such votes. The Company expects to hold its next advisory vote on executive compensation at its annual meeting in 2016,2017 Annual Meeting in accordance with the preference expressed by the majority of the Company's stockholders.

        Accordingly, the Company asks the stockholders to vote on the following resolution:

        "RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K in the Compensation Discussion and Analysis, compensation tables and narrative discussion sections of this Proxy Statement, is hereby APPROVED."

The Board of Directors unanimously recommends a vote FOR the resolution approving the compensation of the Company's Named Executive Officers.

APPROVAL OF OMNIBUS INCENTIVE PLAN

PROPOSAL NO. 4

        The Board recommends that our stockholders approve the US Ecology, Inc. Omnibus Incentive Plan (the "Omnibus Plan"), which was adopted by the Board on April 7, 2015. The purpose of the Omnibus Plan is to assist the Company and our subsidiaries to attract, motivate and retain valued employees, consultants and non-employee directors by (i) offering them a greater stake in our success; (ii) aligning their interests with the interests of our stockholders; and (iii) encouraging them to own our common stock.

        As described below in the Compensation Discussion and Analysis section of this Proxy Statement, equity-based awards are one of the three main components of our executive compensation program. We believe that one of the principal benefits of providing equity-based awards to our employees, consultants and non-employee directors is that it directly aligns their interests with those of our stockholders by providing them an ownership stake in the Company. We believe that when a significant portion of our executives' total compensation is linked to the performance of our stock through the grant of equity-based awards, it encourages decision making designed to increase the long-term value of the Company's stock. If we were unable to grant equity-based awards, the Company would have to compete for executive talent by increasing the cash-based components of our executive compensation program. We believe that the benefits of equity-based compensation, as described above, cannot be adequately replicated by cash-based compensation alone.

        Currently, the Company may grant restricted stock to our employees under our 2006 Restricted Stock Plan (the "Restricted Stock Plan") and options to our employees, consultants and non-employee directors under our 2008 Stock Option Incentive Plan (the "Option Plan," and together with the Restricted Stock Plan, the "Current Plans"). The Omnibus Plan is intended to simplify and standardize the administration of our equity compensation program, and increase the transparency of our equity compensation practices, by consolidating them into one plan. In addition to these benefits, the Omnibus Plan incorporates a wider range of equity awards and best practices for equity compensation, as described in more detail below, which enables us to have greater flexibility to design equity compensation that will attract, motivate and retain our valued employees, consultants and non-employee directors while ensuring that their interests are aligned with those of our stockholders.

        Since 2008, when our stockholders approved the Option Plan, we have not sought stockholder approval to increase the number of shares authorized for issuance under the Current Plans. It is now important that we upgrade our equity compensation program to enable us to compete for and retain the most talented employees, consultants and non-employee directors. Accordingly, we are asking our stockholders to approve the Omnibus Plan. If our stockholders approve the Omnibus Plan, the Company will cease to grant equity awards under the Current Plans, and the Current Plans will remain in effect solely for the settlement of awards granted under the Current Plans prior to stockholder approval of the Omnibus Plan. No shares that are reserved but unissued under the Current Plans or that are outstanding under the Current Plans and reacquired by the Company for any reason following our stockholders' approval of the Omnibus Plan will be available for issuance under the Omnibus Plan.

        The total number of shares authorized for issuance pursuant to awards under the Omnibus Plan is 1,500,000, which represents 6.9% of our current outstanding shares as of April 2, 2015. In setting the proposed number of shares reserved and issuable under the Omnibus Plan, the Compensation Committee and the Board considered a number of factors. These factors included:

•

The Company's three-year average burn rate.  Our three-year average "burn rate" was .83% for fiscal years 2012 through 2014. We define burn rate as the total number of shares subject to awards granted to participants in a single year expressed as a percent of our weighted average shares outstanding. Our three-year average burn rate is less than the median 3-year average burn

rate of our benchmarking peer group (described under the heading "Compensation Discussion and Analysis—Competitive Considerations") of .93% for the period, generally, 2011-2013 (the most recent 3-year period publicly available). We believe our historical burn rate is reasonable for a company of our size in our industry.

•

Estimated duration of shares available for issuance under the Omnibus Plan.  Based on the requested number of shares to be reserved under the Omnibus Plan and on our three-year average burn rate as described above, we expect that the requested share reserve will cover Awards for approximately 5.3 years. We believe the estimated duration of the requested share reserve is reasonable for a company of our size in our industry.



•

Expected dilution.  As of December 31, 2014, our estimated existing overhang as it relates to the Current Plans was 5.8%. We define existing overhang as the sum of the following items expressed as a percentage of our weighted average shares outstanding during 2014: (i) the total number of shares subject to outstanding awards and (ii) the total number of shares of common stock available for future grants. Our total overhang (including new shares requested) as of that same date would be 8.6% if shareholders approve the proposal to create a pool of 1,500,000 shares that would be available for issuance under the Omnibus Plan. This level of total overhang is less than the median of 9.0% of our benchmarking peer group. We believe that the expected dilution that will result from the Omnibus Plan is reasonable for a company of our size in our industry.

        Prior to adopting the Omnibus Plan, the Compensation Committee and the Board also considered the central role of equity-based incentive compensation in the Company's executive compensation program, as described more fully in the Compensation Discussion and Analysis section of this Proxy Statement. The Board also considered the advice of Meridian Compensation Partners, LLC ("Meridian"), who served as the compensation consultant to the Compensation Committee during 2014. The Board's purpose in adopting the Omnibus Plan is to ensure the longevity, effectiveness and administrative flexibility of the long-term equity incentive component of the Company's executive compensation program.

        Based on the foregoing considerations, the Board concluded that it is in the best interests of the Company and its stockholders for its stockholders to approve the Omnibus Plan. The Board has determined that the cost to stockholders of the Omnibus Plan is outweighed by the benefits of the Omnibus Plan, as described herein. Our Compensation Committee will continue to monitor and evaluate the cost and effectiveness of our equity compensation program.

Best Practices

        As mentioned above, the Omnibus Plan includes a number of features that will reinforce the alignment between the interests of the participants in the Omnibus Plan and those of our stockholders. Such provisions include, but are not limited to, the following:

•

No Discounted Options or SARs.  Stock options and SARs may not be granted with exercise prices that are lower than the fair market value of the underlying shares on the grant date.



•

No Repricing, Replacement or Repurchase without Stockholder Approval.  The Omnibus Plan prohibits the repricing, replacement or cash buyout/repurchase of any option, SAR or other award without stockholder approval.



•

No Evergreen Provision.  The Omnibus Plan does not include a so-called "evergreen" provision that automatically increases the number of shares available for issuance pursuant to awards. Thus, we must seek stockholder approval in order to authorize more shares for awards under the Omnibus Plan.

•

No Tax Gross-Ups.  The Omnibus Plan does not provide tax gross-ups to participants with respect to any awards.



•

Restrictions on Single-Trigger Vesting on Change in Control.  The Omnibus Plan generally provides that a change in control of the Company will not, in and of itself, accelerate the vesting, settlement or exercisability of outstanding awards.



•

Restrictions on Share Recycling.  Awards that are denominated in shares will count against the total number of shares authorized under the Omnibus Plan according to the number of shares underlying the award, even if the award is settled in cash or shares are tendered by the participant in payment of the applicable exercise price or tax liability.



•

Clawback.  Awards under the Omnibus Plan are subject to mandatory repayment pursuant to the terms of any Company clawback or recoupment policy.



•

No Automatic Grants.  The Omnibus Plan does not provide for "reload" or other automatic grants to participants.



•

Code Section 162(m).  The Omnibus Plan is designed to allow (but not require) the granting of awards that may satisfy the requirements for "qualified performance based compensation" under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Awards that satisfy these requirements are not subject to the $1 million limit on deductibility applicable to compensation paid to certain named executive officers of the Company.



•

Restrictions on Transferability.  Awards under the Omnibus Plan may not be pledged or encumbered and will be exercisable during a participant's lifetime only by the participant (or a guardian or legal representative). In addition, awards under the Omnibus Plan are not transferrable other than by the laws of descent and distribution or to the participant's immediate family members (or trusts in which immediate family members are the only beneficiaries or partnerships in which immediate family members are the only partners).

Outstanding Awards; Burn Rate

        The following table sets forth information regarding outstanding stock options and unvested restricted stock awards as of March 17, 2015 under the Current Plans. These figures represent an update to those provided in our annual report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 2, 2015 [primarily as a result of subsequent stock option exercises, restricted stock award vesting, option cancellations and grants of new stock awards since December 31, 2014.]

        The following table sets forth information regarding awards granted and/or vested, the burn rate for each of the last three years and the average burn rate over the period of the last three years.

Summary of the Omnibus Plan; Types of Awards

        The following general description of certain provisions of the Omnibus Plan is qualified in its entirety by reference to the Omnibus Plan, which is filed as Exhibit A to this Proxy Statement. In the event of any inconsistency between this summary and the Omnibus Plan, the Omnibus Plan will control.

        Administration—The Omnibus Plan will be administered by our Compensation Committee. Our Compensation Committee will have full and final authority in its discretion to (i) select the employees, non-employee directors and consultants who will receive awards, provided that awards granted to non-employee directors will be subject to ratification by the full Board; (ii) determine the type or types of awards to be granted; (iii) determine the number of shares to which an award will relate, the terms and conditions of any award (including, but not limited to, restrictions as to vesting, performance goals, transferability or forfeiture, exercisability or settlement and waivers or accelerations thereof, and waivers of or modifications to performance goals) and all other matters to be determined in connection with an award; (iv) determine the exercise price, base price or purchase price (if any) of an award; (v) determine whether, to what extent, and under what circumstances an award may be cancelled, forfeited or surrendered; (vi) determine how a leave of absence will impact an award, (vii) determine whether, and to certify that, performance goals to which an award is subject are satisfied; (viii) correct any defect or supply any omission or reconcile any inconsistency in the Omnibus Plan; (ix) adopt, amend and rescind rules, regulations, guidelines, forms of agreements and instruments relating to the Omnibus Plan as it may deem necessary or advisable; (x) construe and interpret the Omnibus Plan; and (xi) make all other determinations as it may deem necessary or advisable for the administration of the Omnibus Plan.

        Eligibility—Any person who serves as an employee or consultant to the Company or any of our subsidiaries, as well as any of our non-employee directors, will be eligible to receive awards under the Omnibus Plan.

        Limitation on Shares Available—The total number of shares available for awards under the Omnibus Plan will be 1,500,000. For purposes of determining the number of shares available for awards, each award that is denominated in shares will count against this limit based on the number of shares underlying the award rather than any lesser number of shares that may be issued in settlement of the award. Any shares tendered by a participant in payment of an exercise price for or settlement of an award or the tax liability with respect to an award, will not be available for future awards under the Omnibus Plan. Shares may be reserved or made available from our authorized and unissued shares or from treasury shares. Shares issued on account of the assumption or substitution of outstanding grants from an acquired company will not reduce the number of shares available for awards.

        Types of Awards—Under the Omnibus Plan, we may grant awards of restricted stock, performance stock, options, stock appreciation rights ("SARs"), restricted stock units ("RSUs"), performance stock units ("PSUs") and other stock-based awards or cash awards.

Options.    Options give a participant the right to purchase a specified number of shares from the Company for a specified time period at a fixed exercise price. Options granted may be either incentive stock options ("ISOs") or non-qualified stock options. The price at which an underlying share may be purchased will not be less than the fair market value of one share on the date of grant, or, in the case of an ISO granted to a ten-percent stockholder, less than 110% of the fair market value of a share on the date of grant. Our Compensation Committee may grant options that have a term of up to ten (10) years, or, in the case of an ISO granted to a 10% stockholder, five years. The award agreement will specify the exercise price, term, vesting requirements, including any performance goals, and any other terms and conditions applicable to the option.

Stock Appreciation Rights.    A grant of a SAR entitles a participant to receive, upon exercise of the SAR, the excess of (i) the fair market value of one share on the date of exercise, over (ii) the per share base price of the SAR. No payment from the participant is required upon the exercise of a SAR. Each award agreement will specify the number of SARs granted, the base price of the SAR (which will not be less than 100% of the fair market value of a share on the date of grant), the time or times at which a SAR may be exercised in whole or in part, the method of exercise, the method of settlement, the method by which shares will be delivered or deemed to be delivered to a participant, the term of the SAR (which will not be greater than ten (10) years) and any other terms and conditions of the SAR.

Restricted Stock.    An award of restricted stock is a grant of a specified number of shares to the participant, which shares are subject to forfeiture upon the happening of specified events during the restriction period. Each award of restricted stock will specify the duration of the restriction period, the conditions under which the shares may be forfeited, and the amount, if any, the participant must pay to receive the shares. During the restriction period, unless otherwise specified in an award agreement, the participant will have all of the rights of a stockholder with respect to the restricted stock, including the right to vote the shares and to receive dividends with respect to the shares.

Performance Stock.    An award of performance stock is a grant of a specified number of shares to the participant subject to the achievement of performance goals during a specified performance period and subject to forfeiture upon the occurrence of specified events during the restriction period. Each award agreement will specify the duration of the performance period and restriction period (if any), performance goals applicable to the performance stock, the conditions under which the performance stock may be forfeited and the amount (if any) that the participant must pay to receive the performance stock. Unless otherwise provided in an award agreement, during the specified performance period the participant will not have the right to receive or accumulate dividends paid on or with respect to performance stock. However, the participant will have the right to receive dividends paid after the expiration of the performance period with respect to earned shares, whether or not such shares are subject to further restrictions.

Restricted Stock Units.    A RSU award is a grant of the right to receive a payment in shares or cash, or a combination thereof, equal to the fair market value of one share on the expiration of the specified restriction period. During the restriction period, the participant will have no rights as a stockholder with respect to shares underlying RSUs. Each award agreement with respect to RSUs will specify the duration of the restriction period, if any, and/or each installment thereof and the conditions under which such award may be forfeited.

Performance Stock Units.    A PSU award is a grant of the right to receive a payment in shares or cash, or a combination thereof, equal to the fair market value of one share (with or without a performance multiplier) on the expiration of the specified restriction period conditioned on the achievement of performance goals. During the restriction period, the participant will have no rights as a stockholder with respect to shares underlying PSUs. Each award agreement with respect to PSUs will specify the duration of the performance period and the restriction period, if any, the performance goals applicable to the PSUs and the conditions under which the PSUs may be forfeited.

Other Stock-Based Awards.    Our Compensation Committee may grant under the Omnibus Plan, subject to applicable law, any other type of award that is payable in, or valued in whole or in part by reference to, shares, and that is determined by the Compensation Committee to be consistent with the purposes of the Omnibus Plan. Such awards may include deferred shares or share purchase awards, as well as an outright grant of shares that are not subject to any vesting or other forfeiture conditions. Other stock-based awards will be subject to additional terms as determined by our Compensation Committee, in its sole discretion, consistent with the Omnibus Plan.

Cash-based Awards.    Under the Omnibus Plan, our Compensation Committee may grant cash-based awards in such amounts and subject to such terms and conditions as it may determine consistent with the Omnibus Plan. Each cash-based award will specify a payment amount or payment range. Cash-based awards may be based on the attainment of performance goals and may be designed to constitute qualified performance-based awards as defined in Section 162(m) of the Code, and as discussed in greater detail below. The maximum amount payable pursuant to cash-based awards granted to a participant during any one calendar year will not exceed $10,000,000.

        Effect of a Termination of Employment or Other Service—Unless otherwise provided in an award agreement or an effective employment, consulting, severance or similar agreement between a participant and the Company or one of our subsidiaries, or as otherwise may be determined by our Compensation Committee, upon a participant's termination of employment or other service with the company and its subsidiaries at any time, due to death or disability or, within twenty-four (24) months following a change in control, without cause or by the participant for good reason, the unvested portion of each award held by the participant will vest in full, with any applicable performance goals being deemed to have been achieved at target or, if greater, actual levels, and any restricted period, if applicable, will lapse and such award will be settled (if necessary). If the participant holds an award of options or SARs, the award will remain exercisable by the participant or the participant's beneficiary or legal representative for ninety (90) days following the participant's termination.

        Unless otherwise provided in an award agreement or an effective employment, consulting, severance or similar agreement between a participant and the Company or one of our subsidiaries, or as otherwise may be determined by our Compensation Committee, upon a participant's termination of employment or other service for any reason other than those specified in the immediately preceding paragraph, the unvested portion of each award held by the participant will cease to vest and will be forfeited with no further compensation due. If the participant holds an award of options or SARs, the vested portion of such award will remain exercisable for thirty (30) days following the participant's termination unless the termination was for cause, in which case options or SARs that were vested but unexercised will also be forfeited upon such termination.

        Qualifying Performance-Based Compensation—Under the Omnibus Plan, our Compensation Committee may, but is not required to, grant awards that will qualify as "performance-based compensation" under Section 162(m) of the Code in order to preserve the deductibility of such awards paid to a "covered employee" (as defined in Section 162(m) of the Code) for federal income tax purposes. Participants granted a qualifying performance-based compensation award are only entitled to receive payment to the extent that the participant satisfies pre-established performance goals, as set by our Compensation Committee, during a specified performance period. Any specified performance period will not be less than one year.

        Performance Goals—In the discretion of our Compensation Committee, the vesting, earning or settlement of any award may be conditioned upon the achievement of specified performance goals that are substantially uncertain to be met during the specified performance period at the time such goals are established. Performance goals may be described in terms of company-wide objectives or objectives that are related to the performance of the individual participant or a subsidiary, division, department or function within the company or subsidiary in which the participant is employed or to which the participant provides services. Performance goals may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies, by a financial market index or by another external measure. Performance goals may be based upon: specified levels of or increases in return on capital, equity or assets; earnings measures/ratios (on a gross, net, pre-tax or post-tax basis), including diluted earnings per share, total earnings, operating earnings, earnings growth, earnings before interest and taxes (EBIT) and earnings before interest, taxes, depreciation and amortization (EBITDA); net economic profit; net income; operating income; safety and/or environmental record;

sales; sales growth; gross margin; direct margin; share price (including but not limited to growth measures and total stockholder return), operating profit; operating efficiency; costs; per period or cumulative cash flow (including but not limited to operating cash flow and free cash flow) or cash flow return on investment (which equals net cash flow divided by total capital); inventory turns; financial return ratios; enterprise value; economic value added or other value added measurements; revenue; market share; balance sheet measurements such as receivable turnover; improvement in or attainment of expense levels; improvement in or attainment of working capital levels; debt reduction; strategic innovation, including but not limited to entering into, substantially completing, or receiving payments under, relating to, or deriving from a joint development agreement, licensing agreement, or similar agreement; completion of acquisitions, business expansion or divestitures; implementation of critical projects or related milestones; achievement of operational or efficiency milestones; customer or employee satisfaction; individual objectives; any financial or other measurement deemed appropriate by our Compensation Committee as it relates to the results of operations or other measurable progress; and any combination of any of the foregoing criteria. If our Compensation Committee determines that a change in our business, operations, corporate structure or capital structure of the company or a subsidiary, or other events or circumstances render the performance goals unsuitable, then the Compensation Committee may modify such performance goals and/or the related minimum, target, maximum and/or other acceptable levels of achievement as may be deemed appropriate and equitable.

        Changes in Capitalization and Change in Control—In the event that our Compensation Committee determines that any stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event, affects our shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of participants in the Omnibus Plan, then our Compensation Committee will proportionately and equitably adjust any or all of (i) the number and kind of shares which may thereafter be issued in connection with awards, (ii) the number and kind of shares issuable in respect of outstanding awards, (iii) the aggregate number and kind of shares available for issuance, and (iv) the exercise price or grant price relating to any award or, if deemed appropriate, make provision for a cash payment with respect to any outstanding award; provided, however, in each case, that any adjustment will comply with the restrictions imposed by Section 162(m) of the Code.

        Unless otherwise provided in an award agreement or an effective employment, consulting, severance or similar agreement, a change in control will not, in and of itself, accelerate the vesting, settlement or exercisability of outstanding awards. Notwithstanding the foregoing (and unless otherwise provided in an award agreement or an effective employment, consulting, severance or similar agreement), if, in connection with a change in control, (i) the successor corporation (or its parent) does not assume an outstanding award or does not agree to substitute or replace such award with an award involving the ordinary common shares of such successor corporation (or its parent) on terms and conditions that preserve the rights of the applicable participant with respect to such award, (ii) the securities of the Company or the successor corporation after the change in control will not be publicly traded on a U.S. securities exchange or (iii) the change in control is not approved by a majority of incumbent directors immediately prior to such change in control, our Compensation Committee, in its sole discretion, may take one or more of the following actions with respect to all, some or any such awards: (a) accelerate the vesting, settlement and, if applicable, exercisability of such awards such that the awards are fully vested, settled and, if applicable, exercisable (effective immediately prior to such change in control); provided that awards subject to performance-based vesting conditions will be paid or settled in full based on the greater of the actual or target level (or, in the case of a change in control described in clause (ii), maximum level) of achievement of the applicable performance goals through the date of the change in control; (b) cancel outstanding options or SARs in exchange for a cash payment in an amount equal to the excess, if any, of the fair market value of the options or SARs unexercised as of the date of the change in control over the exercise price or base price, as the case

may be, of such shares (provided that any option or SAR with an exercise price or base price, as the case may be, that equals or exceeds the fair market value of one share on the date of the change in control will be cancelled with no payment due); or (c) take such other actions as our Compensation Committee deems appropriate to preserve the rights of Participants with respect to their awards. The determination of our Compensation Committee with respect to any action taken in connection with a change in control will be conclusive and binding upon each participant.

        Amendment and Termination—The Board may amend, alter, suspend, discontinue or terminate the Omnibus Plan without the consent of any participant or our stockholders, except that any such amendment, alteration, suspension, discontinuation or termination will be subject to the approval of our stockholders if (i) such action would increase the number of shares available for awards, (ii) such action results in the repricing, replacement or cash buyout/repurchase of any option, SAR or other award, or (iii) stockholder approval is required by applicable law or regulation or the rules of any stock exchange on which our shares may then be listed. Notwithstanding the foregoing, without the consent of an affected participant, no amendment, alteration, suspension, discontinuation or termination of the Omnibus Plan may materially adversely affect the rights of a participant under any outstanding award, except insofar as any such action is necessary to ensure compliance with applicable law or regulation or the listing requirements of an applicable securities exchange, including, without limitation, Sections 162(m) or 409A of the Code. Unless earlier terminated, the Omnibus Plan will terminate on the tenth anniversary of its adoption by the Board.

Certain U.S. Federal Income Tax Consequences

The following discussion is a summary of certain federal income tax considerations that may be relevant to participants in the Omnibus Plan. This discussion is for general informational purposes only. This discussion does not purport to be complete or address the specific federal income tax consequences that may apply to a participant based on his or her particular circumstances. In addition, this discussion does not address the implications of state, local, foreign or other tax considerations that may be relevant to a participant.

        Incentive Stock Options—Upon the grant of an ISO (as defined in Section 422(b) of the Code), the option holder does not recognize any income and the Company (or a subsidiary, as applicable) is not entitled to a deduction. In addition, no income for regular income tax purposes will be recognized by an option holder upon the exercise of an ISO if the requirements of the Omnibus Plan and the Code are satisfied, including, without limitation, the requirement that the option holder remain employed by the Company or a subsidiary during the period beginning on the date of grant and ending on the day three months (or, in the case of the option holder's disability, one year) before the date on which the option is exercised. If an option holder has not remained an employee of the Company or a subsidiary during the period beginning on the date of grant of an ISO and ending on the day three months (or one year in the case of the option holder's disability) before the date on which the option is exercised, the exercise of such option will be treated as the exercise of a non-qualified stock option and will have the tax consequences described below in the section entitled "Non-Qualified Stock Options."

        The federal income tax consequences of a disposition of the shares acquired pursuant to the exercise of an ISO depends upon when the disposition of such shares occurs.

•

If the disposition of such shares occurs more than two years after the grant date of the ISO and more than one year after the date of exercise, any gain or loss recognized upon such disposition will be long-term capital gain or loss and neither the Company nor a subsidiary, as applicable, will be entitled to any income tax deduction with respect to the ISO.



•

If the disposition of such shares occurs within two years after the grant date of the ISO or within one year after the date of exercise (a "Disqualifying Disposition"), the excess, if any, of the amount realized over the option price will be recognized and treated as taxable ordinary income

to the option holder and, subject to Section 162(m) of the Code, the Company or a subsidiary, as applicable, will be entitled to a deduction equal to the amount of ordinary income recognized by the participant. The amount of ordinary income recognized by the option holder in a Disqualifying Disposition (and the corresponding deduction, if any, to the Company or a subsidiary, as applicable) is limited to the lesser of the gain recognized on such sale and the difference between the fair market value of the shares on the date of exercise and the option's exercise price. Any gain recognized in excess of this amount will be treated as short-term or long-term capital gain (depending upon whether the shares have been held for more than one year). If the option's exercise price exceeds the amount realized upon such a disposition, the difference will be recognized and treated as short-term or long-term capital loss (depending upon whether the shares have been held for more than one year).

        If a participant is subject to the Alternative Minimum Tax ("AMT"), the tax consequences to the participant may differ from those described above. Under the AMT, a taxpayer will be required to pay an alternative minimum tax if the taxpayer's "tentative minimum tax" (as defined in Section 55(b)(1) of the Code) exceeds his or her regular tax for the year in question. For purposes of calculating the AMT, upon the exercise of an ISO, a taxpayer is required to include in his "alternative minimum taxable income" (as defined in Section 55(b)(2) of the Code) for the taxable year in which such exercise occurs an amount equal to the amount of income the taxpayer would have recognized if the option had not been an ISO (i.e., the difference between the fair market value of the shares on the date of exercise and the option's exercise price). As a result, unless the shares acquired upon the exercise of the ISO are disposed of in a taxable transaction in the same year in which such option is exercised, the option holder may incur AMT as a result of the exercise of an ISO.

        Except as provided in the paragraph immediately below, if an option holder elects to tender shares in partial or full payment of the option's exercise price for shares to be acquired upon the exercise of an ISO, the option holder will not recognize any gain or loss on such tendered shares. No income will be recognized by the option holder in respect of the shares received by the option holder upon the exercise of an ISO if the requirements of the Omnibus Plan and the Code described above are met. The number of shares received equal to the number of shares surrendered will have a tax basis equal to the tax basis of the surrendered shares. Shares received in excess of the number of shares surrendered will have a tax basis of zero. The holding period of the shares received equal to the number of shares tendered will be the same as such tendered shares' holding period, and the holding period for the excess shares received will begin on the date of exercise.

        If an option holder tenders shares that were previously acquired upon the exercise of an ISO in partial or full payment of the option's aggregate exercise price for shares to be acquired upon the exercise of another ISO, and the tender of such shares occurs within two years after the date of grant of the first such ISO or within one year after such shares were transferred to the option holder upon the exercise of such ISO, the tender of such shares will be considered a Disqualifying Disposition. The shares acquired upon such exercise will be treated as shares acquired upon the exercise of an ISO, with an aggregate tax basis equal to the option's exercise price, and the holding period of such shares for capital gains purposes will begin on the date of exercise.

        Non-Qualified Stock Options—Upon the grant of a nonqualified stock option, an option holder does not recognize taxable income, and the Company (or a subsidiary, as applicable) is not entitled to a deduction. Upon the exercise of a non-qualified stock option, an option holder will recognize compensation taxable as ordinary income equal to the excess of the fair market value of the shares received over the option's aggregate exercise price and, subject to Section 162(m) of the Code, the Company or a subsidiary, as applicable, will be entitled to a corresponding deduction. An option holder's tax basis in the shares received upon the exercise of a non-qualified stock option will be equal to the amount paid for such shares plus the amount required to be included in income, and the option holder's holding period for such shares will begin at the date of such exercise. Upon the sale of the

shares received from the exercise of a non-qualified stock option, the option holder will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the shares and the option holder's tax basis in such shares.

        If a non-qualified stock option is exercised in whole or in part with shares held by the option holder, the option holder will not recognize any gain or loss on such tendered shares. The number of shares received by the option holder upon such an exchange that are equal in number to the number of tendered shares will retain the tax basis and the holding period of the tendered shares for capital gain purposes. The option holder will recognize compensation taxable as ordinary income in an amount equal to the fair market value of the number of shares received upon such exercise that is in excess of the number of tendered shares, less any cash paid by the option holder. Subject to Section 162(m) of the Code, the Company or a subsidiary, as applicable, will be entitled to a corresponding deduction. The fair market value of such excess number of shares will also be the tax basis for those shares and the holding period of such shares will begin on the exercise date.

        Stock Appreciation Rights—Upon the grant of a SAR, a participant does not recognize taxable income, and the Company (or a subsidiary, as applicable) is not entitled to a deduction. Upon exercise or settlement of a SAR, a participant will recognize compensation taxable as ordinary income in an amount equal to the cash or the fair market value of the shares received and, subject to Section 162(m) of the Code, the Company or a subsidiary, as applicable, will be entitled to a corresponding deduction. A participant's tax basis in shares received upon the exercise of a SAR will be equal to the fair market value of such shares on the exercise date, and the participant's holding period for such shares will begin on the exercise or settlement date. Upon the sale of shares received in exercise of a SAR, the participant will recognize short-term or long-term capital gain or loss, depending on whether the shares have been held for more than one year. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the shares and the participant's tax basis in such shares.

        Restricted Stock and Performance Stock—Restricted stock and performance stock will be considered subject to a substantial risk of forfeiture for federal income tax purposes. If a participant who receives restricted stock or performance stock does not make the election described below, the participant will not recognize any taxable income upon the grant of the award and the Company or a subsidiary, as applicable, is not entitled to a deduction at such time. When the forfeiture restrictions applicable to the award lapse, the participant will recognize compensation taxable as ordinary income equal to the fair market value of the shares at that time, less any amount paid for the shares and, subject to Section 162(m) of the Code, the Company or a subsidiary, as applicable, will be entitled to a corresponding deduction. A participant's tax basis in restricted stock or performance stock will be equal to the fair market value of the stock on the date on which the forfeiture restrictions lapse, and the participant's holding period for the shares will begin on such date. Upon a sale of the shares, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year. Such gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the participant's tax basis in such shares.

        Participants granted restricted stock or performance stock may make an election under Section 83(b) of the Code to recognize compensation taxable as ordinary income with respect to the shares when the shares are received rather than when the forfeiture restrictions lapse. The amount of compensation income will be equal to the fair market value of the shares on the date of grant (valued without taking into account restrictions other than restrictions that by their terms will never lapse) less any amount paid for the shares. Subject to Section 162(m) of the Code, the Company or one of our subsidiaries, as applicable, will be entitled to a corresponding deduction. By making a Section 83(b) election, the participant will recognize no additional ordinary compensation income with respect to the shares when the forfeiture restrictions lapse, and will instead recognize short-term or long-term capital gain or loss with respect to the shares when they are sold, depending upon whether the shares have been held for more than one year. The participant's tax basis in the shares with respect to which a Section 83(b) election is made will be equal to their fair market value on the date of grant, and the participant's holding period for such shares will begin on that date. If the restricted stock or performance stock is subsequently forfeited, the participant will not be entitled to a deduction as a result of such forfeiture, but will be entitled to claim a short-term or long-term capital loss (depending upon whether the shares have been held for more than one year prior to forfeiture) with respect to the shares, but only to the extent of the consideration paid, if any, by the participant for such shares.

        Generally, during the restriction period, dividends and distributions paid with respect to restricted stock will be treated as compensation taxable as ordinary income (not dividend or qualified dividend income) received by the participant and, subject to Section 162(m) of the Code, the Company or one of our subsidiaries, as applicable, will receive a corresponding deduction. Dividend payments received with respect to shares of restricted stock or performance stock for which a Section 83(b) election has been made or which are paid after the restriction period lapses generally will be treated and taxed as dividend or qualified dividend income.

        Restricted Stock Units and Performance Stock Units—Upon the grant of RSUs or PSUs, a participant does not recognize taxable income and the Company (or a subsidiary, as applicable) is not entitled to a deduction. When a participant receives payment of RSUs or PSUs, the participant will recognize compensation taxable as ordinary income in an amount equal to the cash or fair market value of the shares received and, subject to Section 162(m) of the Code, the Company or one of our subsidiaries, as applicable, will be entitled to a corresponding deduction. If a participant receives shares in settlement of RSUs or PSUs, the participant will have a tax basis in such shares equal to their fair market value on the date of settlement and the participant's holding period with respect to such shares will begin on such date. Upon the sale of shares received by the participant in settlement of RSUs or PSUs, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year. The amount of gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the tax basis of the shares. In addition, as discussed below, some RSU or PSU awards may be considered deferred compensation and must comply with the requirements of Section 409A of the Code in order to avoid early income inclusion, additional taxes and interest.

        Other Equity-Based Awards—The tax treatment of other equity-based awards will generally be governed by the principles set forth in Sections 61, 83 and 451 of the Code. This tax treatment will vary depending on the type of award but should generally be analogous to the tax treatment of options, SARs, restricted stock, performance stock, RSUs and PSUs, as described above, as the case may be. Accordingly, in most cases, other equity-based awards payable in shares will be subject to ordinary income taxation when forfeiture restrictions applicable to such award, if any, lapse and shares are transferred to the participant, whichever occurs later. If an equity-based award is payable in cash, the award will be taxable upon the actual or constructive receipt of the cash payment. Generally, subject to Section 162(m) of the Code, the Company (or a subsidiary, as applicable) will be entitled to a corresponding deduction, at the time the participant recognizes ordinary income. A participant's tax

basis in any shares received will generally be equal to the fair market value of the shares when the forfeiture restrictions lapse or the shares are transferred, whichever occurs later, and the participant's holding period will generally begin at such time. Upon the sale of shares, the participant will recognize short-term or long-term capital gain or loss, depending upon whether the shares have been held for more than one year. The gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the tax basis of the shares.

        Please see the section above entitled "Restricted Stock and Performance Stock" for the general federal income tax treatment of common stock that is received in settlement of Other Equity-Based Awards and which is subject to a substantial risk of forfeiture for federal income tax purposes upon receipt.

        Cash-Based Awards—Cash-based awards will be taxable to a participant as ordinary income upon the actual or constructive receipt of the cash payment and, subject to Section 162(m) of the Code, the Company (or a subsidiary, as applicable) will be entitled to a corresponding deduction, at such time. Thus, if a cash-based award is subject to substantial risk of forfeiture when granted, it will only be taxable to the participant, and the Company or a subsidiary, as applicable, may only receive the corresponding deduction, in the year in which the forfeiture restrictions lapse.

        Code Section 162(m)—Under Section 162(m) of the Code, the Company or a subsidiary, as applicable, generally may not deduct remuneration paid to our CEO and our three highest paid executive officers other than the CEO and CFO (as disclosed on our proxy statement) to the extent that such remuneration exceeds $1,000,000, unless such remuneration is qualified performance-based compensation within the meaning of Section 162(m) of the Code and the regulations thereunder. Under the Omnibus Plan, the Committee may, in its discretion, grant awards that are intended to qualify as performance-based compensation. However, the Committee retains the flexibility to grant awards under the Omnibus Plan that are not deductible, in whole or in part, under Section 162(m) of the Code, in its sole discretion.

        Code Section 409A—Section 409A of the Code contains certain restrictions on the ability to defer receipt of compensation to future tax years. Any award that provides for the deferral of compensation, such as RSUs that are settled more than two and one-half months after the end of the year in which they vest, must comply with Section 409A of the Code in order to avoid certain adverse tax consequences. If the requirements of Section 409A of the Code are not met, amounts deferred under the Omnibus Plan during the taxable year and all prior taxable years (to the extent not already included in gross income) will generally be included in the participant's taxable income in the later of the year in which such violation occurs and the year in which such amounts are no longer subject to a substantial risk of forfeiture, even if such amounts have not been paid to the participant. In addition, the violation of Section 409A of the Code will result in an additional tax to the participant of 20% of the deferred amount plus interest computed from the date on which the award was granted, or if later, the date on which it vested. Participants are urged to consult their tax advisors to determine if Section 409A of the Code is applicable to their awards. In addition, a failure to comply with Section 409A of the Code could result in a change in the timing of tax deductions previously taken by the Company.

        Code Section 280G—If the vesting and/or payment of an award made to a "disqualified individual" (as defined in Section 280G of the Code) occurs in connection with a change in control of the Company, such vesting and/or payment, either alone or when combined with other compensation payments which such disqualified individual is entitled to receive in connection with such change in control, may result in an "excess parachute payment" (as defined in Section 280G of the Code). Section 4999 of the Code generally imposes a 20% excise tax on the amount of any such "excess parachute payment" received by such "disqualified individual," and Section 280G of the Code precludes the Company or a subsidiary, as applicable, from deducting such "excess parachute payment."

New Plan Benefits

        The benefits that will be awarded or paid under the Omnibus Plan are not currently determinable. Awards granted under the Omnibus Plan are within the discretion of our Compensation Committee, and our Compensation Committee has not yet made any determinations with respect to future awards, or who might receive them.

The Board of Directors recommends a vote "FOR" the approval of the US Ecology, Inc. Omnibus Incentive Plan.

AUDIT COMMITTEE REPORT

        The information contained in this report shall not be deemed to be "soliciting material" or "filed" or incorporated by reference in future filings with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

        The Audit Committee has reviewed and discussed the Company's audited financial statements with management. The Audit Committee has also discussed with Deloitte, the Company's independent registered public accountant for fiscal year 2014,2015, the matters required to be discussed by the Public Company Accounting Oversight Board (the "PCAOB") and the SEC. These include, among other items, the audit of the Company's financial statements. The Audit Committee has reviewed with the independent registered public accountant its judgment as to the quality, not just the acceptability, of the Company's accounting principles, as well as its opinion on the effectiveness of the Company's internal controls over financial reporting.

        The Audit Committee has received written disclosures and the letter from Deloitte required by the PCAOB Ethics and Independence Rule 3526 relating to the registered public accountant's independence from the Company and its related entities and has discussed with Deloitte the registered public accountant's independence from the Company. The Audit Committee has considered whether the provision of services by the registered public accountant, other than audit services and review of Forms 10-Q, is compatible with maintaining the registered public accountant's independence.

        In fulfilling its oversight responsibilities, the Audit Committee reviewed with management the Company's earnings releases and quarterly reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2014,2015, and the fiscal year earnings release and audited financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.2015. This included discussion of the quality, not just the acceptability, of the Company's accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

        Based on the review of the Company's audited financial statements and discussion with management and the independent registered public accountant described above, the Audit Committee recommended to the Board of Directors that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.2015.

        In addition, the Audit Committee, in consultation with executive management, has selected Deloitte as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.2016. The Board has recommended to the stockholders that they ratify and approve the selection of Deloitte as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.2016.

        While the Audit Committee has provided oversight, advice and direction regarding the Company's financial reporting process, management is responsible for establishing and maintaining the Company's internal controls, the preparation, presentation and integrity of financial statements and for the appropriateness of the accounting principles and reporting policies used by the Company. It is the

responsibility of the independent registered public accountant, not the Audit Committee, to conduct the audit and opine on the conformity of the financial statements with accounting principles generally accepted in the United States, to opine on the effectiveness of the Company's internal control over financial reporting and to review the Company's unaudited interim financial statements. The Audit Committee's responsibility is to monitor and review these processes. It is not the Audit Committee's duty or responsibility to conduct auditing or accounting reviews or procedures.

        This report is respectfully submitted by the Audit Committee of the Board of Directors:

COMPENSATION DISCUSSION AND ANALYSIS

        This Compensation Discussion and Analysis describes the Company's compensation program for the Named Executive Officers for fiscal year 2014.2015. The Company's executive compensation program is performance-based and otherwise designed to ensure that the interests of its executive officers, including the Named Executive Officers, are closely aligned with those of stockholders. The Board believes this program is effective in allowing the Company to attract and motivate highly qualified senior talent capable of delivering outstanding business performance. The following discussion presents the Company's executive compensation program and policies. The Compensation Committee has provided oversight on the design and administration of the Company's executive compensation program and policies, participated in the preparation of the Compensation Discussion and Analysis and recommended to the Board that it be included in this Proxy Statement. The Company's stockholders overwhelmingly approved our executive compensation program at our last annual meeting. Of the shares voted, 96.76%99.45% voted for approval, 2.73%.37% voted against, and .49%.16% abstained. Although this vote is non-binding, the Compensation Committee viewed this strong endorsement of our executive compensation decisions and policies as an additional factor supporting the Compensation Committee's conclusion that our existing approach to executive compensation has been successful for the Company and our stockholders.

        The Company's Named Executive Officers for fiscal year 2014 are2015 were Jeffrey R. Feeler (President and Chief Executive Officer), Eric L. Gerratt (Executive Vice President, Chief Financial Officer and Treasurer), Steven D. Welling (Executive Vice President of Sales and Marketing), Simon G. Bell (Executive Vice President of Operations, Environmental Services) and Mario Romero (Executive Vice President of Operations, Field and Industrial Services). Mr. Romero was appointed to his position effective June 17, 2014 following the Company's acquisition of EQ, at which time Mr. Bell's title was changed from Executive Vice President of Operations and Technology Development to Executive Vice President of Operations, Environmental Services.

Oversight of the Executive Compensation Program

        The Compensation Committee, which is composed entirely of independent directors, administers the Company's executive compensation program. Committee membership is determined by the Board of Directors. The Compensation Committee has direct responsibility to review and recommend corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer, evaluate his performance in light of such goals and objectives, and make recommendations regarding his compensation based on this evaluation. The Compensation Committee also reviews the evaluation process and compensation structure for the Company's other executive officers, including the other Named Executive Officers, and makes recommendations regarding their compensation and that of the Board of Directors. The Compensation Committee submits all such recommendations to the Board for

approval. The Compensation Committee also administers the Company's programprograms for annual incentive cash payments as approved by the Board of Directors.and equity payments.

Objective of the Executive Compensation Program

        The Company's long-term corporate objectivegoal is to create superior value for its stockholders.increase stockholder value. The objective of the executive compensation program is to attract, motivate, reward and retain highly qualified executive officers with the ability to help the Company achieve this objective.goal. The executive compensation program is designed to provide a foundation of fixed compensation and a significant portion of performance-based compensation to align the interests of the Company's executive officers, including the Named Executive Officers, with those of the Company's stockholders.

Principles

        The Company believes that in order to meet its goal of increasing stockholder value, compensation must be both reasonable and competitive with what the Named Executive Officers would otherwise obtain if employed elsewhere in a similar position with similar responsibilities. The Compensation Committee believes performance-based executive compensation should reflect value created for stockholders consistent with the Company's strategic goals. The following principles are among those applied by the Compensation Committee:

•

Executive compensation programs should support short and long-term strategic goals and objectives;



•

Executive compensation programs should reflect the Company's overall value and business growth and reward individuals for outstanding contributions; and



•

Short and long-term executive compensation are critical factors in attracting and retaining well-qualified executive officers.

        The Compensation Committee seeks to apply best practices in developing and administering compensation and benefit programs and has taken steps to enhance its ability to effectively carry out its responsibilities and to ensure that the Company maintains strong links between pay and performance. Examples of actions the Compensation Committee has taken to accomplish this include:

•

Periodically rotating Compensation Committee members and the Compensation Committee Chairman;



•

Reviewing publicly available data on compensation for executive officers in peer group companies;



•

Establishing minimum stock ownership requirements for directors and the ChiefNamed Executive Officer and certain other senior executives;Officers; and



•

Establishing incentive programs for the ChiefNamed Executive Officer and other senior executives.Officers.

Role of Executive Officers and Consultants

        While the Compensation Committee determines the Company's overall compensation philosophy and independently recommends the compensation of the Chief Executive Officer to the full Board, it consults with the Chief Executive Officer with respect to both overall guidelines and specific compensation decisions for the other executive officers. As part of this process, the Chief Executive Officer gathers compensation data for public and sometimes private companies. The Compensation Committee then evaluates this and other information and discusses it with the Chief Executive Officer before presenting recommendations to the Board of Directors. The Compensation Committee has the authority to retain independent compensation consultants to provide advice relating to market and

compensation trends and to assist with data gathering and analysis. In 2014 and 2015 the Compensation Committee engaged Meridian Compensation Partners, LLC ("Meridian") to assist the Committee in its review of executive and director compensation. The Committee authorizes the Company to pay Meridian for its services around executive and director compensation and related governance, including meeting preparation and attendance, advice and best practice information, as well as competitive data. In 2016, Meridian also provided services related to change-of-control agreements for certain non-Named Executive Officers.

        Meridian has no other business relationships with the Company and receivesprovides no other payments fromservices to the Company. The Compensation Committee adopted a written policy to review the independence of any compensation consultants it uses for executive compensation matters. The Compensation Committee considered Meridian in light of the six independence factors mandated by SEC rules and related NASDAQ listing standards and concluded that the work performed by Meridian is independent.

Relevance to Performance

        The executive compensation program emphasizes performance measured by goals or equity vehicles that align the interest of executives with those of the Company and its stockholders. For the Named Executive Officers to earn cash-based incentive payments, the Company must meet or exceed specified performance targets based on achievement of operating income, health and safety and environmental compliance targets, each determined by the Board of Directors to reflect meaningfulalign with the creation of stockholder value. The incentive programs for fiscal year 2014 are addressed in detail under the heading "Elements of Compensation—Annual Short-Term Incentives" in this Proxy Statement. The Compensation Committee may also recommend that the Board grant other equity-based compensation such as restricted stock and/or options to purchase the Company's common stock based on the Company's performance and the performance of executives and other employees considered for such grants. The Compensation Committee also evaluates the financial impact of such grants on the Company, including the effect of dilution on earnings per share. The performance-based incentive programs for fiscal year 2015 are addressed in detail under the "Elements of Compensation" section in this Proxy Statement.

Competitive Considerations

        The Company reviews relevant market and industry compensation practices, from time to time, in order to determine appropriate overall compensation for the Named Executive Officers. It does so to balance the need to compete for talent with the need to maintain a reasonable and responsible cost structure and to better align the Named Executive Officers' interests with stockholders' interests. Peer compensation data and performance metrics as well as historical compensation information for Named Executive Officers are provided to the Compensation Committee alongby Meridian. The Chief Executive Officer makes recommendations to the Compensation Committee with a recommendation for eachrespect to Named Executive Officer's salaryOfficer compensation other than for himself. The Compensation Committee makes recommendations for Named Executive Officer compensation, including for the succeeding fiscal year. These recommendations are then discussed and acted upon byCEO, to the Board of Directors.Directors, which then discusses and acts upon the recommendations.

        In 2014, the Committee, with advice from Meridian, approved a peer group for benchmarking executive compensation consisting of eighteen (18) companies; fourteen (14) of which are in the environmental and facilities services industry and four of which are from other industries; collectively referred to as the "2014 Industry Peer Group."Group". The 2014 Industry Peer Group companies generally rangeranged from¹/4 to 4 times the size of the Company and the Company iswas positioned very close to the median of the group in terms of both assets and revenue.revenue when selected. The companies in the 2014 Industry Peer Group are as follows:

        The median of sales, total assets and market capitalization of these companies when selected in 2014 were respectively, in millions, $620, $828 and $852. At the time the 2014 Industry Peer Group was considered by the Compensation Committee, the Company was positioned at approximately the median of the group in revenue or asset terms, and at approximately the 65^th percentile in market cap terms. In 2015 the Compensation Committee reviewed this group with assistance from Meridian and decided to make no changes to it.

        In recommending a change inthe compensation for each Named Executive Officer following the Company's acquisition of EQ,for 2015 and 2016, the Compensation Committee withreviewed the assistance of Meridian, reviewed base salary, annual incentive, equity-based/long-term incentive and total compensation and equity-based compensation ofdata from the 2014 Industry Peer Group. Market dataGroup, which was provided by Meridian was sourced from proxies filed during 2014 and augmented by subsequent public filings.Meridian. The Company does not target a particular peer or market percentile when making compensation decisions. Instead, total compensation for the Named Executive Officers is reviewed for benchmarking purposes to determine whether the Company is generally competitive in the market in which it operates, taking into consideration, among other things, (i) the relative size of the Company,Company; (ii) geographical location, experiencelocation; (iii) the performance of the Company and the contributing roles of individual Named Executive OfficersOfficers; (iv) each Named Executive Officer's experience and Companyresponsibilities; (v) the performance of each Named Executive Officer; (vi) internal pay alignment; and individual performance.(vii) executive compensation at peer group companies, taking into account the relative size of those companies. The Compensation Committee does not assign a particular weight to any of these factors.

Elements of Compensation

        Executive compensation is based primarily on three components: base salary, annual short-term incentive opportunities and long-term equity-based awards. The Compensation Committee regularly reviews each element of the compensation program to ensure consistency with the Company's objectives. The Compensation Committee believes that each compensation element complements the others and that together they serve to achieve the Company's compensation objectives. The Compensation Committee does not require that a particular component comprise a set portion of the total compensation mix. The Compensation Committee believes that a significant portion of the compensation should be performance-based as compared to fixed,and at-risk, and that the performance-based (incentive) compensation should align an executive's interests with those of stockholders. While the Compensation Committee reviews total direct compensation (the sum of base salary, short-term incentive opportunities and equity awards) for the Named Executive Officers, it does not have a fixed target with respect to such total direct compensation.

        Base Salary—The Company provides competitive base salaries to attract and retain executive talent. The Compensation Committee believes a competitive base salary provides a degree of financial stability for the Named Executive Officers. Salaries may also form the basis for other compensation. For example, annual short-term incentive opportunities are calculated as a percentage of base salary. In recommending appropriate base

        Base salaries for the Named Executive Officers the Compensation Committee considers, among other factors, (i) the performance of the Companyeffective September 12, 2014 and the contributing roles of individual Named Executive Officers; (ii) each Named Executive Officer's experience and responsibilities; (iii) the performance of each Named Executive Officer; (iv) other forms of compensation paid to the Named Executive Officers; (v) internal pay alignment and equity; and (vi) executive compensation at peer group companies, taking into account the relative size of those companies. The Compensation Committee does not assign a particular weight to any of these factors.

        Initial base salaries for the Named Executive Officers for 2014continuing through December 27, 2015 are set forth in the table below. In connection with the completion of the EQ acquisition and the increase in the Company's size and business complexity, the Compensation Committee elected to make base salary adjustments in 2014. Effective September 12, 2014, Mr. Feeler's base salary was increased to $450,000, Mr. Welling's base

salary was increased to $325,000 and each of Messrs. Gerratt, Bell and Romero's base salary was increased to $300,000.below:

        Annual Short-Term Incentives—Consistent with its commitment to performance-based compensation, the Company has established plans under which the Named Executive Officers and other employees are eligible to earn annual incentive cash payments based on Company performance compared to established operating income and other targets (the "Cash Incentive"). Each Named Executive Officer has an annual target incentiveCash Incentive that is established as a percentage of annual base salary. These percentages are developed by the Compensation Committee according to each person's duties, level and range of responsibility and other compensation and are submitted to the Board of Directors for approval.compensation. Upon the availability of audited financial statements, Cash Incentives are determined and paid for the prior fiscal year. References to "Named Executive Officers" under this heading "Elements of Compensation—Annual Short-Term Incentives" are limited to Messrs. Feeler, Welling, Bell and Gerratt. As described in further detail below, Mr. Romero was eligible for non-equity incentive compensation for 2014 under EQ's legacy 2014 Corporate Incentive Plan ("2014 CIP").

        Effective January 1, 2014On March 10, 2015 the Compensation Committee recommended and the Board of Directors approved the 20142015 Management Incentive Plan ("20142015 MIP") for all Named Executive Officers and certain other key employees. Under the 20142015 MIP, each Named Executive Officer was eligible to receive an incentive payment for fiscal year 20142015 based upon the achievement of four independent objectives: (1) financial; (2) discretionaryindividual performance (3) health and safety; and (4) compliance (each a "Plan Objective"). The payout available for achievement of 100% of each Plan Objective was a percentage of the Named Executive Officer's annual base salary ("Target Cash Incentive"). The Target Cash Incentive for the Named Executive Officers for 20142015 is set forth in the following table:

The amount available for achievement of each Plan Objective was weighted as a percentage of a Named Executive Officer's Target Cash Incentive and could be earned even if the threshold performance was not met for another Plan Objective.

        The portion of a Named Executive Officer's Target Cash Incentive based on financial performance was scalable beginning with every percentage point over 89%79% of the Company's Board-approved consolidated operating income target ("Base MIP Target") and was weighted at up to 50% of the Named Executive Officer's Target Cash Incentive ("Finance Target Incentive"). For every percentage point achievement over 79% of the Base MIP Target, up to and including 89% (rounded to the nearest percentage), such Named Executive Officer would earn 2.33% of his respective Finance Target Incentive. For every percentage point achievement over 89% of the Base MIP Target, up to and including 100% (rounded to the nearest percentage), such Named Executive Officer would earn 9.09%6.98% of his respective Finance Target Incentive. Upon 100% achievement of the Base MIP Target, 100% of the respective Finance Target Incentive (or 50% of the Named Executive Officer's Target Cash Incentive) would be awarded to the Named Executive Officer. The Named Executive Officers were eligible for an additional incentive payment in an amount calculated by multiplying their respective base salaries by an additional 4.5% for every 1% increase over the Base MIP Target and multiplying the resulting product by 50%. The additional incentive was capped at one times the participant's Target Cash Incentive. For purposes of the 20142015 MIP, as approved by and in the discretion of the Board, "consolidated operating income" excluded certain extraordinary expenses and was further adjusted to add back the 20142015 MIP expense and associated payroll taxes.

        Up to an additional 30% of a Named Executive Officer's Target Cash Incentive could have been earned based on the Compensation Committee's assessment of individual performance, including through achievement of established annual priorities, effective use of Company resources and other evaluative factors as determined by the Compensation Committee. The metric was independent and mutually exclusive of achievement of any other plan objective.Plan Objective.

        The three metrics for the health and safety objective (as enumerated below) were weighted cumulatively at up to 10% of the Named Executive Officer's Target Cash Incentive and individually at up to 3.33% each of a participant's Target Cash Incentive. Each metric was independent and mutually exclusive of the other two metrics so that a percentage of the Target Cash Incentive related to one of the health and safety metrics could have been earned independent of achievement of the other two health and safety metrics. The health and safety metrics included (i) total case rates (number of safety incidents that meet OSHA recordable criteria), (ii) days away restricted time (safety incidents that result in the employee being placed on restricted duty or time away from work) and (iii) lost time incidents (number of safety incidents that result in an employee having to spend time away from work or be re-assigned to another job function to recover from a work related injury).

        Up to 10% of a Named Executive Officer's Target Cash Incentive was based on the metric for the compliance objective. The metric for the compliance objective was subjective based on the Company's overall compliance program effectiveness and considered the avoidance of "notices of violation or enforcement" with monetary penalties, among other compliance goals and objectives. The corresponding incentive was earned based on a determination by the Compensation Committee taking into consideration, among other things, the dollar amount of a monetary penalty paid (or accrued under Generally Accepted Accounting Principles (GAAP))GAAP) in the plan year, the nature of the notices of violation or enforcement, the regulatory basis for any such penalty and the respective fact patterns.

        A summary of the 20142015 MIP targets is provided below:

        The Company's 20142015 consolidated operating income, adjusted by adding back certain extraordinary expenses and excluding the 20142015 MIP expense, and associated payroll taxes and results of a divested business unit, was $62,816,763,$82,130,421, or 12.8% in excess of2.3% below the Base MIP Target.Target, as adjusted to exclude budgeted results of a divested business unit ($84,065,205). The Company awarded the Named Executive Officers 100%86% of their respective Finance Target Incentive for achievement of 100%97.7% of the Base MIP Target. Further, because the Company's actual consolidated operating income exceeded the Base MIP Target each of the Named Executive Officers earned an additional Cash Incentive payment calculated by multiplying his base salary by 4.5% for every 1% increase over the Base MIP Target and multiplying the resulting product by 50%(as adjusted). The amount of the additional Cash Incentive payment was capped at one times the respective participant's Target Cash Incentive amount.

        The Company achieveddid not achieve the 2015 MIP targets for (i) total case rates (number of safety incidents that meet OSHA recordable criteria) or "TRIR", (ii) days away restricted time (safety incidents that result in the employee being placed on restricted duty or time away from work) or "DART", and (iii) lost time incidents (number of safety incidents that result in an employee having to spend time away from work or be re-assigned to another job function to recover from a record low rate for incidentswork related injury), resulting in lost time or "LTI" and restricted duty or "DART." However, the Company exceeded the industry average for recordable incidents or "TRIR" and. Therefore, the Cash Incentive earned for achievement of the health and safety objective was therefore, reduced from 10.0% to 6.66%0.0% of the Named Executive Officer's Target Cash Incentive.

        The Cash Incentive earned by the Named Executive Officers for compliance was reduced from 10% because determined compliance program goals were considered to 9% of their Target Cash Incentives because of monetary penalties related to notices of enforcement, notices of violations or self-reported violations and other compliance matters.have been substantially achieved.

        A summary of the 20142015 MIP actual results compared to the applicable targets is provided below:

The amount paid to each Named Executive Officer under the 20142015 MIP is set forth in the "Summary Compensation Table" of this Proxy Statement.

        For Mr. Welling, non-equity incentive compensation also included payments under the 2014 Executive Sales Incentive Plan ("2014 ESIP"). The 2014 ESIP was designed to, among other things, leverage Mr. Welling's sales and leadership skills to improve the performance of individual sales team members and drive overall sales team performance and efficiency. Mr. Welling's incentive payment was based on achievement of at least 90% of the 2014 ESIP target for treatment and disposal revenue and was capped at the level where Company-wide treatment and disposal revenue was equal to 115% of the 2014 ESIP target. The amount payable to Mr. Welling under the 2014 ESIP for actual treatment and disposal revenue ranged from 0.02% to 0.25%, depending on the level of revenue. These percentages were determined by considering the fixed and other variable component of Mr. Welling's compensation and the total compensation a person with similar expertise and experience could generally expect to be paid in the industry. The Company believes these percentages provided the appropriate incentive to Mr. Welling to achieve greater sales efficiency and growth while providing a fixed level of compensation commensurate with his talents and expertise. The maximum amount potentially payable to Mr. Welling under the 2014 ESIP was $120,524. The actual amount paid to Mr. Welling under the 2014 ESIP is set forth in the "Summary Compensation Table" of this Proxy Statement.

        Mr. Romero was eligible to receive non-equity incentive compensation under the 2014 CIP once 80% of the EQ consolidated corporate profit budget was achieved. Forty-five percent (45%) of Mr. Romero's incentive payment under the 2014 CIP was tied to the EQ business unit or regions

achieving their respective budgeted profitability goals. Twenty-five percent (25%) was tied to completion of individual objectives. Ten percent (10%) was tied to a customer experience metric and 20% was tied to achievement of overall quality, environmental, health and safety goals. Assuming that 100% of the applicable targets were met, Mr. Romero would have been entitled to an incentive payment of $65,360. A maximum amount payable Mr. Romero under the 2014 CIP was not established. EQ did not achieve the minimum threshold amount in 2014 so Mr. Romero was not eligible for an incentive payment under the 2014 CIP.

        Discretionary BonusesLong-Term Incentives—The Company may, from timeuses equity awards to time, grant discretionary bonusesprovide long-term incentive opportunities to the Named Executive Officers in order to achieve defined objectives. The discretionary bonus amount paid each Named Executive Officer is set forth in the "Summary Compensation Table" of this Proxy Statement. The discretionary amounts granted Messrs. Feeler, Welling, Bell and Gerratt in 2014 were in recognition of their efforts in closing the commonmay grant performance stock offering completed in December 2013 and the acquisition of EQ in June 2014. The amount granted Mr. Romero was in recognition of his efforts to integrate the Company and EQ and his expanded role as a Named Executive Officer of the combined organizations.units ("

        Equity-Based AwardsPSU—The Company may grant"), options to purchase common stock orand shares of restricted stock to key employees, including the Named Executive Officers, as part of their total compensation package pursuant to the 2006 Restricted Stock Plan and the 2008 Stock OptionCompany's Omnibus Incentive Plan. These awards are consistent with Company compensation principles because they focusalign the attention of executives on long-term strategic goals through multi-year vesting formulas. This directly aligns the interest of Named Executive Officers with the Company's stockholders because the ultimate value of the stock options and restricted stock depends on the Company's future success to which each Named Executive Officer must contribute over a period of years in order to ultimately vest in or be entitled to exercise such grants. While the Company has the discretion to grant equity-based awards, some grants may be required by employment agreements entered into with the Named Executive Officers. See "Equity and Security Ownership Guidelines" below. The value ofAfter not making any regular program equity awards granted to Named Executive Officers in 2014, for 2015 the Compensation Committee introduced a new long-term incentive program based on the following three vehicles:

•

PSUs linked to relative Total Stockholder Return ("TSR") (approximately 20% of total value)



•

Stock options (approximately 40% of total value)



•

Restricted stock (approximately 40% of total value)

PSU Awards—PSU awards are designed to link a portion of a Named Executive Officer's compensation with increases in stockholder value relative to an established index and peer group. The total number of PSUs granted in 2015 that each Named Executive Officer is eligible to earn ranges from 0% to 200% of the target number of PSUs granted (for each Named Executive Officer, the "Target PSUs"), based on the Company's TSR relative to the TSR of the S&P 600 (50% of Target PSUs) and the TSR of certain companies in the environmental and facilities services industry ("Peer Group") (50% of Target PSUs) over the three-year performance period beginning January 1, 2015. The Peer Group includes those companies in the 2014 Industry Peer Group, Waste Management, Inc. and

Republic Services, Inc. The measures and potential payouts for the PSUs awarded in 2015 are set forth in more detail in the following table:

Stock Option Awards—Stock options granted to the Named Executive Officers in 2015 vest in equal annual installments over three years. The Company believes that, because the option holder will not realize value from a stock option unless the value of our stock increases after the grant date, stock options are performance-based awards that directly align the interests of the option holder with those of our stockholders. In addition, the long-term vesting of the awards provides a key retention tool while providing a long-term focus on driving increased stockholder value.

Restricted Stock Awards—Restricted stock granted to the Named Executive Officers in 2015 vests in its entirety on or after the third anniversary of the grant date. The value of restricted stock is tied to the market price of our common stock and further aligns the Named Executive Officers with the stockholders, while also providing the Company a significant retention tool.

Equity Awards Granted in 2015—The equity awards granted to the Named Executive Officers in 2015 are set forth in the "Summary Compensation Table" and the "Outstanding Equity Awards at Fiscal Year-End" table of this Proxy Statement. With the exception of Mr. Romero, who was granted restricted stock and options as an inducementbelow:

        Discretionary Bonuses—The Company may, from time to accept Company's offer of employment,time, grant discretionary bonuses to Named Executive Officers in order to achieve defined objectives. Discretionary bonuses were not paid to the Named Executive Officers did not receive any equity awards in 2014.2015.

        Other Compensation—The Company provides employee benefits that are intended to meet current and future health and financial security needs for its employees, including the Named Executive Officers, and their families. Such employee benefits include medical, dental and life insurance benefits, short-term disability pay, long-term disability insurance, flexible spendingor health savings accounts for medical expense reimbursements and a 401(k) retirement savings plan that includes a partial Company match, which are provided to the Named Executive Officers on the same terms and conditions that apply to all other full-time regular employees.

Equity and Security Ownership Guidelines

        Effective June 1, 2013,May 27, 2015 the Board approved a Share Ownership Policy in which target share ownership levels (set forth below) were established for the Named Executive Officers and outside

GRANTS OF PLAN-BASED AWARDS

        The following table sets forth information for each Named Executive Officer regarding estimated payouts of the annual incentive opportunities granted under their respective incentive plans during the year ended December 31, 2014.2015.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

        The following table sets forth information for each Named Executive Officer with respect to (i) each option to purchase the Company's common stock that had not been exercised and remained outstanding as of December 31, 2014; and2015; (ii) each award of restricted stock that had not vested and remained outstanding as of December 31, 2014.2015; and (iii) each award of PSUs that had not vested and remained outstanding as of December 31, 2015.

OPTION EXERCISES AND STOCK VESTED

        The following table sets forth information for each Named Executive Officer with respect to the exercise of options to purchase shares of the Company's stock during the 20142015 fiscal year and the vesting of restricted sharesstock during the same period.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

        Among other things,We entered into new employment agreements with each of our Named Executive Officers effective February 25, 2016 (the "2016 Employment Agreements"). The following discussion describes the potential payments upon termination or change of control with respect to the 2013 Employment Agreements and the 2014 Employment Letter (together, the "Employment Agreements") establish. Payments and benefits to which the Named Executive Officers would be entitled as a result of a termination or change of control as set forth in the 2016 Employment Agreements will be described more fully in the Company's Proxy Statement to be filed in 2017.

        Among other things, the Employment Agreements established a minimum annual base salary and provideprovided for participation in the Company's employee benefit plans, including any Cash Incentive plans. The 2013 Employment Agreements also establish equity ownership requirements to further align the interests of our Named Executive Officers with those of stockholders and to encourage a meaningful long-term contribution to the Company's future financial success.

        The Employment Agreements requirerequired the Company or its successors to pay or provide certain compensation and benefits in the event of termination of employment or, in the case of the 2013 Employment Agreements, a change of control. The compensation and benefits payable in the event of a termination of employment in 2014 are2015 were set forth in the respective Employment Agreement. Upon a termination of employment during 2014,2015, the Company would have been obligated to pay the Named Executive Officers:

1.

Any unpaid base salary through the termination date and any accrued vacation;



2.

Any unpaid Cash Incentive earned for any fiscal year ending on or prior to the termination date;



3.

Any un-reimbursed business expenses incurred through the termination date; and



4.

All other payments or other benefits the Named Executive Officer or Mr. Romero may be entitled to under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit program or grant.