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.     )

Filed by the Registrant  ☒                     Filed by a Party other than the Registrant  ☐

Check the appropriate box:

HARSCO CORPORATION

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 20212022

Annual Meeting of Stockholders and

Proxy Statement

Harsco Corporation

350 Poplar Church Road

Camp Hill, PA 17011 USA

350 Poplar Church Road

Camp Hill, PA 17011 USA

Invitation to Attend 20212022 Annual Meeting of Stockholders

Tuesday,Wednesday, April 20, 20212022

9:00 a.m., Eastern Time

Via Virtual Meeting Format

Dear Fellow Stockholders:

You are cordially invited to attend the 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) of Harsco Corporation (the “Company”). Due to the ongoing public health impact of the Coronavirus outbreak (Covid-19), the Annual Meeting will again be held via virtual meeting format only via the Internet at www.meetingcenter.io/222996118https://meetnow.global/MDSMJHS on Tuesday,Wednesday, April 20, 2021,2022, beginning at 9:00 a.m., Eastern Time. Stockholders and others will not be able to attend the Annual Meeting physically in person.person, however stockholders that follow the instructions set forth on the virtual meeting hosting site will be able to ask questions.

Information about the business to be conducted at the Annual Meeting, including a listing and discussion of the various matters on which you will be asked to act, can be found in the attached Notice of 20212022 Annual Meeting of Stockholders and Proxy Statement.

Your vote is very important to us, and I encourage you to vote your shares whether or not you plan to virtually attend the Annual Meeting. There are several ways in which you can vote your shares, including via the Internet, by telephone, or by signing, dating and returning your Proxy Card. Specific information about each of these voting methods can be found in the Proxy Statement under the heading “Questions and Answers About the Company’s Annual Meeting.”

On behalf of my fellow members of the Board of Directors, I want to thank you in advance for voting and for your continued support of our Company.

Sincerely,

F. Nicholas Grasberger III

Chairman, President & Chief Executive Officer

March 10, 20212022

Table of Contents

i

Table of Contents (continued)

ii

Notice of 20212022 Annual Meeting of Stockholders

Tuesday,Wednesday, April 20, 2021 2022

9:00 a.m., Eastern Time

Via Virtual Meeting Format

The 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) of Harsco Corporation (the “Company”) will be held on Tuesday,Wednesday, April 20, 2021,2022, beginning at 9:00 a.m., Eastern Time via the Internet at www.meetingcenter.io/222996118. The password for the Annual Meeting of Stockholders is HSC2021.https://meetnow.global/MDSMJHS. Stockholders and others will not be able to attend the Annual Meeting in person.

The purposes of the meeting are as follows:

The Proxy Statement accompanying this Notice of 20212022 Annual Meeting of Stockholders describes each of these items in detail. In addition, the Proxy Statement contains other important information that you should read and consider before you vote.

The Board of Directors of the Company has fixed the close of business on February 23, 202122, 2022 as the record date for the determination of stockholders who are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

The Company is furnishing proxy materials over the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many of the Company’s stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of the Notice of 20212022 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form 10-K and the Letter from our Chairman & CEO. We believe this process allows us to provide our stockholders with the information they need while lowering the costs of printing and distributing proxy materials. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail.

Your vote is very important to us and we encourage you to vote your shares as soon as possible even if you plan to attend the Annual Meeting in person.via the Internet. Information about how to vote your shares via the Internet, by telephone, or by signing, dating and returning your Proxy Card can be found in the enclosed Proxy Statement.

By order of the Board of Directors,

Russell C. Hochman

Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary

March 10, 20212022

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on April 20, 2021.2022. The Notice of 20212022 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form 10-K and the Letter from our Chairman & CEO are available free of charge at www.envisionreports.com/hsc (for registered stockholders) or www.edocumentview.com/hsc (for all other stockholders), or by calling toll-free (866) 641-4276.

Proxy Summary

20212022 ANNUAL MEETING OF STOCKHOLDERS

VOTING MATTERS AND BOARD RECOMMENDATIONS

This Proxy Summary contains highlights of certain information in this Proxy Statement. Because it is only a summary, it does not contain all the information that you may wish to consider prior to voting. Please review the complete Proxy Statement and the Company’s Annual Report on Form 10-K for additional information.

OUR DIRECTOR NOMINEES

You have the opportunity to vote on the election of the following eightnine nominees for Director. Additional information regarding each Director nominee’s experience, skills and qualifications to serve as a member of the Company’s Board of Directors can be found in the section entitled “Nominees for Director.”

GOVERNANCE HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation program is designed to provide competitive pay based on Company performance, attract, retain and motivate our senior leaders, align the interests of executives with those of our stockholders, and drive long-term stockholder value. To achieve these objectives, our program includes the following key features:

Proxy Statement

This Proxy Statement and the accompanying form of proxy are first being sent to the stockholders on or about March 10, 2021,2022, and are being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Harsco Corporation (the “Company,” “Harsco,” “we” or “us”) for use at the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held in a virtual meeting format only via the Internet at www.meetingcenter.io/222996118https://meetnow.global/MDSMJHS on Tuesday,Wednesday, April 20, 2021,2022, beginning at 9:00 a.m., Eastern Time.

Stockholders and others may not attend the Annual Meeting in person. Stockholders as of the record date who have a control number and a meeting password may attend the Annual Meeting via the Internet as a “Shareholder” and may vote during, and participate in, the Annual Meeting by following the instructions available on the meeting website during the meeting. For registered stockholders, their control number can be found on their proxy card or notice, or email they previously received. The password for the Annual Meeting is HSC2021.

Stockholders who hold shares through a bank, broker or other nominee must obtain a legal proxy from their bank, broker or other nominee and register in advance to be able to attend the Annual Meeting as a “Shareholder” and vote during, and participate in, the Annual Meeting. To register, such stockholders must submit to Computershare by email (legalproxy@computershare.com) proof of their legal proxy reflecting their Company share holdings (in the form of an image of their legal proxy), along with their name and email address. Registration emails must be labeled “Legal Proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on April 9, 2021.14, 2022. Stockholders as of the record date who hold shares through a bank, broker or other nominee and properly register will receive an email from Computershare confirming their registration together with a control number.

Stockholders and other interested parties who do not have a control number may attend the Annual Meeting via the Internet as a “Guest” but will not have the option to vote or ask questions during the meeting.

The Notice of 20212022 Annual Meeting of Stockholders and Proxy Statement, our Proxy Card, our Annual Report on Form 10-K and the Letter from our Chairman & CEO are available free of charge at www.envisionreports.com/hsc (for registered stockholders) or www.edocumentview.com/hsc (for all other stockholders), or by calling toll-free (866) 641-4276.

Questions and Answers about the Company’s Annual Meeting

The Board of Directors

General Oversight

The Board has general oversight responsibility for the Company’s affairs. Although the Board does not have responsibility for day-to-day management of the Company, Board members stay informed about the Company’s business through regular meetings, site visits and other periodic interactions with management. The Board is deeply involved in the strategic planning process for the Company and each of its business divisions. The Board also plays an important oversight role in the Company’s risk management, leadership development and succession planning processes.

Composition

The Board is currently comprised of eightnine Directors, seveneight of whom qualify as independent. In accordance with the Board’s Corporate Governance Principles and applicable sections of the NYSE Listed Company Manual (the “NYSE Rules”), the independent Directors regularly meet in executive session. These meetings allow the independent Directors to discuss important issues, including the business and affairs of the Company as well as matters concerning management, without any member of management present. During the 20202021 fiscal year, the independent Directors held nineeight meetings. Each of the independent Directors attended 100% of the independent Directors’ meetings held in 2020.

Leadership Structure

The Company’s governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its stockholders. The Board regularly evaluates the Company’s leadership structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This approach allows the Board to elect the most qualified Director as Chairman of the Board while also maintaining the ability to separate the Chairman of the Board and CEO roles when necessary or appropriate.

In 2018 the Board elected F. Nicholas Grasberger III, our President & CEO, as Chairman of the Board. In addition, the Board elected David C. Everitt as independent Lead Director of the Board. When the Board appointed Mr. Everitt as the Lead Director, the Board reviewed the Lead Director’s role and responsibilities to ensure responsible oversight, including taking into account feedback received from existing investors.

As Lead Director, Mr. Everitt has the following responsibilities, which are set forth in the Company’s Corporate Governance Principles:

Finally, the Board has established three standing committees to assist with its oversight responsibilities: (1) the Audit Committee; (2) the Management Development and Compensation Committee (the “MD&C Committee”); and (3) the Governance Committee (the “Governance Committee”).Committee. Each of the Audit Committee, MD&C Committee and Governance Committee is comprised entirely of independent Directors.

Board Role in Risk Oversight

Management is responsible for identifying, evaluating, managing and mitigating the Company’s exposure to risk. It is the Board’s responsibility to oversee the Company’s risk management process and to ensure that management is taking appropriate action to identify, manage and mitigate key risks. The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to committees for further consideration and evaluation. The following table summarizes the role of the Board and each of its committees in overseeing risk:

*Further detail regarding the MD&C Committee’s review of compensation-related risks can be found under the heading “Compensation Policies and Practices as They Relate to Risk Management” ofin this Proxy Statement.

The decision to administer the Board’s oversight responsibilities in this manner has a key effect on the Board’s leadership and committee structure, described in more detail above.

Set forth below is a general description of the types of experiences and skills the Governance Committee and the Board believe to be particularly relevant to the Company at this time:

Leadership Experience

Directors who have demonstrated significant leadership experience over an extended period of time, especially current and former executive officers, provide the Company with valuable insights that can only be gained through years of managing complex organizations. These individuals understand both the day-to-day operational responsibilities facing senior management and the role Directors play in overseeing the affairs of large organizations. SevenEight of the eightnine nominees are current or former executive officers.

International Experience

Given the Company’s global footprint and current focus on growing its presence in emerging markets, Directors with experience in markets outside the United States are critical to the Company’s long-term success.

Innovation and Technology Experience

In light of the important role of innovation and technology to the Company’s businesses, Directors with innovation and technology experience add significant value to the Board.

General Industrial Experience

Directors that have direct experience with industrial businesses bring key insights to the strategic planning process and provide important practical experience to the Board and management.

Brand Marketing Experience

Directors with a proven track record for marketing and growing global brands bring valuable skills that can have a positive impact on the Company’s operational results, especially as it looks to leverage its brand to expand into new markets and territories.

Financial Experience

Directors with an understanding of accounting, finance and financial reporting processes, particularly as they relate to large, multi-national businesses, are critical to the Company. Accurate financial reporting is a cornerstone of the Company’s success, and Directors with financial expertise help to provide effective oversight of the Company’s financial measures and processes.

A description of the most relevant experiences, skills, attributes and qualifications that qualify each Director candidate to serve as a member of the Board is included in his or her biography.

Service on Other Boards

The Company’s Corporate Governance Principles provides limitations and requirements for Directors’ service on other boards of directors. Independent Directors who are members of the Audit Committee may serve on audit committees of no more than three public companies, including the Board. Non-Executive Directors may serve on the boards of directors of no more than four public companies, including the Board. The Company’s Corporate Governance Principles provide for the Board to make an exception on a case-by-case basis; however, no exceptions have been made for existing Directors. The Governance Committee reviews annually each Director’s time commitments to other companies in determining whether each Director should be nominated to the Board at an upcoming Annual Meeting.

In addition, in the event a Director is invited to serve on another for-profit company’s board of directors, such Director must provide advance notice to the Chairman of the Board and the Chair of the Governance Committee, and the Board must approve the additional time commitment on such Director before the Director may accept the invitation. In considering such approval, the Board takes into consideration the extent to which a Director’s ability to adequately fulfill his or her responsibilities to the Company and the Board may be impaired by service on other boards or committees.

Proposal 1: Election of Directors

The first proposal to be voted on at the Annual Meeting is the election of eightnine Directors, each of whom has been recommended for election by the Board. If elected, the Directors will hold office until the next annual meeting of stockholders or until their successors are elected and qualified, subject to the Board’s resignation requirement (as described in more detail below).

The Board recommends that stockholders vote “FOR” the election of each of the following nominees:

As discussed above, under the Company’s Restated Certificate of Incorporation, in any uncontested election, each Director nominee must receive the affirmative vote of a majority of the votes cast with respect to his or her election in order to be elected. This is known as a “majority voting standard.” If any Director nominee fails to receive more “for” votes than votes “against” for his or her election, then such Director will be required by the Company’s by-laws to tender his or her resignation to the Board for consideration. The Governance Committee will then review the resignation and recommend to the Board whether to accept or reject it. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days following certification of the election results. In the event the Board determines not to accept the Director’s resignation, the Board will also disclose the reasons such resignation was rejected. The Director who tendered his or her resignation will not participate in the Governance Committee’s recommendation or the Board’s decision. If a Director’s resignation is not accepted by the Board, then the Director who tendered that resignation will continue to serve on the Board until the 20222023 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier death, unconditional resignation or removal.

Nominees for Director

All of the following Directors have been recommended for election by the Governance Committee, and the Board has approved all such recommendations. Each of the following nominees for Director has accepted the nomination and has agreed to serve as a Director if elected by the Company’s stockholders.

The information set forth below states the name of each nominee for Director standing for re-election, his or her age (as of March 1, 2021)2022), a listing of present and recent employment positions, the year in which he or she first became a Director of the Company, other directorships held, the nominee’s specific experience, qualifications, attributes or skills that qualify him or her to serve as a Director and the committees of the Board on which the individual serves.

Nominees for Election as Directors with Terms Expiring in 20222023

Nominees for Election as Directors with Terms Expiring in 20222023 - Contd...

Nominees for Election as Directors with Terms Expiring in 20222023 - Contd...

Nominees for Election as Directors with Terms Expiring in 20222023 - Contd...

Nominees for Election as Directors with Terms Expiring in 2023 - Contd...

Meetings and Committees of the Board

Meetings of the Board and Director Attendance at Annual Meeting

The Board held nineeight meetings during the fiscal year ended December 31, 2020.2021. Each Director attended at least 75% of the aggregate number of Board and applicable committee meetings held during the period of 20202021 for which he or she served as a Director.

It is our policy to request that all Board members attend annual stockholder meetings. However, we also recognize that personal attendance by all Directors is not always possible. All Directors that served on the Board at the time of the Annual Meeting of Stockholders in 20202021 attended the Annual Meeting of Stockholders in 2020.2021.

Committees of the Board

The Board has established standing Audit, Management Development and Compensation, and Governance committees. Membership in each of these committees, as of March 1, 2021,2022, is shown in the following chart:

All Directors listed above, including committee chairs, served on the respective committees listed above for the entire 20202021 fiscal year, except as follows:

The table below identifies the number of meetings held by each committee in 2020,2021, provides a brief description of the duties and responsibilities of each committee, and provides general information regarding the location of each committee’s charter:

Corporate Governance

We have a long-standing commitment to good corporate governance practices. These practices come in many different forms and apply at all levels of our organization. They provide the Board and our senior management with a framework that defines responsibilities, sets high standards of professional and personal conduct and promotes compliance with our various financial, ethical, legal and other obligations and responsibilities.

Corporate Governance Principles

The Board has adopted Corporate Governance Principles that, along with the charters of the Board committees, provide the framework for our Board’s operation and governance. The Governance Committee is responsible for overseeing and reviewing our Corporate Governance Principles at least annually and recommending any proposed changes to the Board for approval. The Corporate Governance Principles are available on our website at www.harsco.com/corporate-governance in the Corporate Governance section.

Code of Conduct

We have adopted a Code of Conduct applicable to our Directors, officers and employees worldwide. The Code of Conduct is issued in booklet form and an online training program facilitates new employee orientation and individual refresher training. Our Code of Conduct is produced in over 20 languages. The Code of Conduct, including amendments thereto or waivers thereof granted to a Director or executive officer, if any, can be viewed on our website at www.harsco.com/corporate-governance in the Corporate Governance section.

Stockholder and Interested Party Communications with Directors

The Board has established a formal process for stockholders and interested parties to communicate directly with the Lead Director, the non-management Directors or with any individual member of the Board. Stockholders and interested parties may contact any member of the Board by writing to the specific Board member in care of our Corporate Secretary at our Corporate Headquarters (350 Poplar Church Road, Camp Hill, PA 17011). Our Corporate Secretary will forward any such correspondence to the applicable Board member; provided, however, that any such correspondence that is considered by our Corporate Secretary to be improper for submission to the intended recipients will not be provided to such Directors. In addition, Board members, including the Lead Director, can be contacted by e-mail at BoardofDirectors@harsco.com.

Director Independence

The Board has affirmatively determined that the following seveneight Directors are independent pursuant to the applicable independence requirements set forth in the NYSE Rules and by the SEC because they either have no relationship with the Company (other than as a Director and stockholder) or because any relationship they have with the Company is immaterial: Messrs. Earl, Everitt, Longhi, Purvis, Quinn and Widman and Ms. Eddy and Ms. Haznedar. In making these independence determinations, the Board, in consultation with the Governance Committee, reviewed the direct and indirect relationships between each Director and the Company and its subsidiaries, as well as the compensation and other payments each Director received from or made to the Company and its subsidiaries.

Nominations of Directors

The Governance Committee is responsible for overseeing the selection of qualified nominees to serve as members of the Board. Consistent with the Board diversity policy, in administering its oversight responsibilities, the Governance Committee is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes, and to ensuring that Board nominees are drawn from a pool that includes diverse candidates, including women and minority candidates. Beyond those specific parameters, the Governance Committee has not adopted formal selection procedures, but instead utilizes general guidelines that allow it to adjust the

selection process to best satisfy the objectives established for any Director search. The Governance Committee considers Director candidates recommended by any reasonable source, including current Directors, management and stockholders. In the case of Mr. Quinn, the Governance Committee engaged a search firm in 2021 to identify potential Director candidates.

There were no material changes to the procedures relating to stockholder nominations during 2020,2021, and there have been no changes to date in 2021.2022. The Governance Committee believes that these procedural requirements are intended solely to ensure that it has a sufficient basis on which to assess potential Director candidates and are not intended to discourage or interfere with appropriate stockholder nominations. The Governance Committee does not believe that any such requirements subject any stockholder or proposed nominee to any unreasonable burden. The Governance Committee and the Board reserve the right to change the above procedural requirements from time to time and/or to waive some or all of the foregoing requirements with respect to certain nominees, but any such waiver shall not preclude the Governance Committee from insisting upon compliance with any and all of the above requirements by any other recommending stockholder or proposed nominees.

Non-Employee Director Compensation

The general policy of our Board is that compensation for non-employee Directors should be competitive with similarly situated companies and should be comprised of a mix of cash and equity. Our Governance Committee annually reviews market data regarding comparable director compensation programs. This data is prepared by management and the independent compensation consultant utilizing several broad board compensation studies completed within one year of the Governance Committee’s review.

The compensation structure for non-employee Directors for 20202021 was as follows:

In addition to the above listed compensation, Directors are reimbursed for reasonable travel expenses related to attendance at Board or committee meetings.

Our Board has instituted a stockholding requirement for Board members equal to five times the annual retainer. Board members have five years from the date they join the Board to comply with this requirement. Vested and unvested Restricted Stock Units (“RSUs”),RSUs, as

well as phantom shares acquired through deferral of Director fees (as described below), are included for purposes of determining compliance with Director stockholding requirements. AtOn December 31, 2020,2021, all of our non-employee Directors who had served for at least five years were in compliance with Director stockholding requirements.

As of December 31, 2020,2021, non-employee Directors held the following RSUs:RSUs and deferred equity awards: Mr. Earl, 28,537;22,681; Ms. Eddy, 51,027;75,510; Mr. Everitt, 34,201;44,744; Ms. Haznedar, 11,662;22,205; Mr. Longhi, 11,662;22,205; Mr. Purvis, 11,662;5,806; Mr. Quinn 5,806; and Mr. Widman, 22,873.17,017.

Share Ownership of Directors, Management and Certain Beneficial Owners

The following table sets forth information with respect to the beneficial ownership of our outstanding voting securities, stock options and other stock equivalents by: (1) our Chairman, President & CEO, our CFO, and the other three current executive officers named in the 20202021 Summary Compensation Table, whom we refer to collectively as our NEOs; (2) each Director and Director candidate; (3) all current Directors and executive officers as a group; and (4) certain beneficial owners of more than 5% of our Common Stock. All of our outstanding voting securities are Common Stock.

Beneficial ownership information in the table is as of February 23, 2021,22, 2022, except the number of shares beneficially owned by beneficial owners of more than 5% of the Common Stock which is as of the dates stated in footnotes (3), (4) and (4)(5) to the table (percentages are calculated assuming continued beneficial ownership at February 23, 2021)22, 2022).

Except as otherwise stated, each individual or entity has sole voting and investment power over the shares set forth opposite his, her or its name. None of the Directors, Director candidates or executive officers individually beneficially owned 1% or more of our Common Stock, and our current Directors and executive officers as a group beneficially owned less than 1% of our outstanding common stock.

Report of the Audit Committee

The Audit Committee is currently composed of fivesix Directors, each of whom is considered independent under the rules of the NYSE and the SEC. The Board has determined that each of Ms. Eddy and Mr.Messrs. Quinn and Widman qualifies as an “audit committee financial expert” as that term is defined under the rules promulgated by the SEC.

The Audit Committee operates pursuant to a written charter that complies with the guidelines established by the NYSE.

The Audit Committee is responsible for monitoring our financial reporting processes and system of internal controls, supervising our internal auditors and overseeing the independence and performance of the independent auditors. In carrying out these responsibilities, the Audit Committee meets with our internal auditors and our independent auditors to review the overall scope and plans for their respective audits of our financial statements. The Audit Committee also meets privately (and in separate meetings) with members of management, our independent auditors and our internal auditors following each Audit Committee meeting and as may otherwise be needed. The Audit Committee meets with management and with the independent auditors each quarter to review and discuss our Annual Report on Form 10-K and quarterly reports on Form 10-Q prior to their being filed with the SEC, and meets with management and our independent auditors to review and discuss our quarterly earnings prior to their release.

The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management, and the report issued by the independent registered public accounting firm. While the Audit Committee and the Board monitor our financial record keeping and controls, management is ultimately responsible for our financial reporting process, including our system of internal controls, disclosure control procedures and the preparation of the financial statements. The independent auditors support the financial reporting process by performing an audit of our financial statements and issuing a report thereon.

The Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements for the year ended December 31, 20202021 and related periods. These discussions focused on the quality, not just the acceptability, of the accounting principles used by us, key accounting policies followed in the preparation of the financial statements and the reasonableness of significant judgments made by management in the preparation of the financial statements and alternatives that may be available.

In addition, the Audit Committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, including the quality of our accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee has also received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence and has discussed with the independent auditors the independent auditors’ independence.

Based on the review and discussions referred to above, the Audit Committee’s review of the representations of management and the report of the independent auditors, the Audit Committee recommended to the Board that the audited financial statements be included (and the Board approved such inclusion) in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 for filing with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE:

P. C. Widman, Chairman

J. F. Earl

K. G. Eddy

C. I. Haznedar

M. Longhi

J. S. Quinn

Fees Billed by the Independent Auditors for Audit and Non-Audit Services

The following table sets forth the amount of audit fees, audit-related fees, tax fees and all other fees billed or expected to be billed by PricewaterhouseCoopers LLP, our principal auditor for the years ended December 31, 20202021 and December 31, 2019.2020.

The Audit Committee has considered the possible effect of non-audit services on the auditors’ independence and pre-approved the type of non-audit services that were rendered. The Audit Committee has adopted a policy authorizing the pre-approval of certain audit, non-audit and tax services (and related fees) to be provided by the independent auditors. The services to be provided are to be reviewed with the Audit Committee and approval is given for a specific dollar amount and for a period of not greater than 12 months. Services that are not pre-approved in this manner must be pre-approved on a case-by-case basis throughout the year. Additionally, if the pre-approved fee is exceeded, the Audit Committee must be advised of such overruns. In making its decision regarding the approval of services, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence, whether the independent auditor is best positioned to provide such services and whether the services might enhance the Company’s ability to manage or control risk or improve audit quality. No services were provided during the last two fiscal years pursuant to the de minimis safe harbor exception from the pre-approval requirements.

All of the fees included in the table above were pre-approved by the Audit Committee.

Proposal 2: Ratification of Appointment of Independent Auditors

The Audit Committee has appointed PricewaterhouseCoopers LLP as independent auditors to audit our financial statements for the fiscal year ending December 31, 2021.2022. Although not required to do so, the Board has determined to submit the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors to stockholders for ratification as a matter of good corporate governance. In the absence of contrary direction from stockholders, all proxies that are submitted will be voted in favor of the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent auditors.

If this proposal is not ratified by at least a majority of the shares of our outstanding common stock present in person or by proxy and entitled to vote on matters at the Annual Meeting, the appointment of the independent auditors will be reevaluated by the Audit Committee. Due to the difficulty and expense of making any substitution of auditors, it is unlikely that their appointment for the audit of the financial statements for the fiscal year ending December 31, 20212022 would be changed. However, the Audit Committee may review whether to seek new independent auditors for the fiscal year ending December 31, 2022.2023.

A representative of PricewaterhouseCoopers LLP will attend the Annual Meeting, with the opportunity to make a statement and answer questions of stockholders.

Required Vote: The ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors will be approved if it receives the approval of at least a majority of the shares represented at the Annual Meeting.

The Board recommends that stockholders vote “FOR” the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021.2022.

Compensation Discussion & Analysis

Introduction

In this Compensation Discussion & Analysis (“CD&A”), we review the objectives and elements of Harsco’s executive compensation program and discuss the 20202021 compensation earned by our named executive officers (“NEOs”).

Pursuant to the disclosure requirements contained in the SEC rules, this year’s NEO list includes one individual who is no longer employed by the Company. On June 30, 2020, Tracey L. McKenzie resigned her position as the Senior Vice President & Chief Human Resources Officer. In addition to Ms. McKenzie, ourOur NEOs for fiscal 20202021 are as follows:

		F. Nicholas Grasberger III Chairman, President & Chief Executive Officer (“CEO”)				Peter F. MinanAnshooman Aga[1] Senior Vice President & Chief Financial Officer (“CFO”)
		David Stanton Senior Vice President & Group President, Harsco Clean Earth				Wendy A. Livingston Senior Vice President & Chief Human Resources Officer (“CHRO”)
		Russell C. Hochman Senior Vice President and General Counsel, Chief Compliance Officer & Corporate Secretary
		Wendy A. Livingston Senior Vice President & Chief Human Resources Officer (“CHRO”)

Pursuant to the SEC disclosure requirements, this year’s NEO list includes one individual who is retiring from the Company. On August 16, 2021, Pete F. Minan resigned his position as the Senior Vice President & Chief Financial Officer. Mr. Minan remains an employee of the Company as the Special Advisor to the Chief Executive Officer until his planned retirement on March 18, 2022.

Executive Summary

Business Highlights

During 2020, Harsco’s strategic business objectives consisted of the following four priorities:

In the second quarter of 2020, we acquired Stericycle Environmental Solutions (“ESOL”), an established hazardous waste management and processing solutions provider throughout the U.S. The addition of ESOL to the Clean Earth hazardous waste platform offered a unique opportunity to bring together two highly complementary, market-leading waste management portfolios. This transaction represented the Company’s largest investment to date to continue the transformation of our portfolio towards environmental services and products. This action, in addition to the 2019 acquisition of Clean Earth and divestiture of our Industrial businesses, simplifies Harsco’s corporate structure and shifts our focus to less-cyclical and higher-growth businesses.

We have already begun to capture many of the anticipated synergy benefits and are confident this combination will deliver meaningful profit and margin improvement in the coming years.

The COVID-19 pandemic created unprecedented pressures on Harsco, our employees and customers. Harsco Environmental customers reduced steel production, Clean Earth waste processing activity slowed as some retail, medical

Since the acquisition, the Company has worked aggressively to assimilate these two businesses and capture the anticipated integration benefits and synergies. As a result, management has successfully achieved its original goal of doubling ESOL’s profitability or margins within two years.

Given our stated strategic direction, Harsco’s Rail business is no longer aligned with the Company’s focus on businesses that provide environmental solutions to a broad mix of end markets. As such, in late 2021, the Company began evaluating strategic alternatives with the intention to complete a transaction in 2022. The Company has engaged Goldman Sachs & Co. LLC to conduct this sale process, and the Rail business unit has been reclassified as held for sale and reported as discontinued operations in the Company’s audited consolidated financial statements for the year ended December 31, 2021.

Our recent acquisitions along with the divestiture of our Industrial segment and our intention to sell the Rail business, simplifies Harsco’s corporate structure and shifts our focus to less-cyclical, less capital intensive and higher-growth businesses.

Harsco Environmental advanced its applied products growth strategy through the opening of two new SteelPhalt asphalt plants during 2021, representing its first new SteelPhalt plants in sixty years. The new plants manufacture sustainable asphalt products using 95% recycled aggregates. SteelPhalt’s manufacturing process also has a carbon footprint that is 40% less than the asphalt manufacturing process that uses natural aggregate, while providing durability, consistency and skid resistance advantages over conventional asphalt. Additionally, the business continues to innovate and supply technologies that supplement its unique service offerings to customers. During 2021, Harsco Environmental introduced 29 new solutions and has launched over 67 new solutions during the past three years.

The Company’s revenues from continuing operations grew 20% when compared with 2020 while its operating income and adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) grew at higher rates during the period. These improvements are attributable to growing demand for environmental services and applied products within the Harsco Environmental segment, higher hazardous waste volumes within Clean Earth, including the impacts of the ESOL acquisition, plus the synergies realized from the ESOL acquisition integration.

Additionally, the Company completed a refinancing in early 2021 to strengthen its financial flexibility. Specifically, the Company amended its existing senior secured credit agreement by completing a new term loan B facility of $500 million and extending the maturity of the existing $700 million revolving credit facility. The new term loan matures on March 10, 2028, while the Company’s revolving credit facility was extended to March 10, 2026. Cash interest costs were lowered as a result of this transaction and financial covenants under this agreement were also modified.

As reported in our 2020 Environment, Social and Governance (“ESG”) Report, we are rising to the challenge of making the world a better place by responsibly solving the most difficult global environmental challenges. We have a responsibility to sustainably treat industrial and specialty waste. Through our continuous improvement efforts, we continue to drive energy efficiencies, recycling and repurposing solutions for our customers.

As we progressed through the COVID-19 pandemic, we continued to focus our daily efforts to ensure our employees, as well as our customers and vendors remained safe. We provided employees access to vaccines in regions where we partnered with local agencies, ensured our principals were maintained and communicated various practical actions to be taken on a frequent, consistent basis. Our commitment to eliminate workplace injuries and illnesses is embedded in our Employee Care value. We are proud of our 2021 safety performance and the enhancements in our Company’s safety culture.

Harsco continued efforts to build and foster a diverse and inclusive culture in 2021 by establishing a Global Diversity, Equity, Engagement and Inclusion (“DEE&I”) Council. The DEE&I Council is co-chaired by our CEO and CHRO and comprised of 10 cross-functional leaders from each of our business units. The DEE&I Council is accountable for directly shaping and promoting the Company’s DEE&I strategy and subsequent key initiatives.

In 2021, the Company also launched its first-ever Employee Resource Group - Women of Harsco - whose mission is to promote the advancement of women across all of Harsco through personal and professional development, mentorship, and empowerment. The success of these initiatives will serve as key drivers in our journey to continually improve our culture, as well as attract, develop, and retain top talent.

Moreover, the Company continued its focus on its enterprise-wide ESG initiatives and integrated ESG measures into its strategic planning and other core business processes. As described in more detail in the following section, the Company’s Annual Incentive Plan (“AIP”) has also strengthened the link between award payouts and the achievement of strategic and ESG goals by adding in a new performance modifier.

2021 Financial and Operational Highlights: Harsco Continuing Operations

Other financial and operational highlights for our business units are summarized in the table below:

The Rail business unit has been reclassified as held for sale and reported as discontinued operations in the Company’s audited consolidated financial statements for the year ended December 31, 2021.

Advisory Vote on Named Executive Officer Compensation

At our 20202021 Annual Meeting, stockholders voted strongly in support of Harsco’s NEO compensation program with approximately 97%98% of votes cast in support of Harsco’s say-on-pay proposal.

Program Governance Highlights

We strive to maintain a program that is consistent with market best practices, supportive of our business structure, and aligned with our stockholders’ expectations. The table below presents our compensation governance practices and polices:policies:

Incentive2021 AIP Enhancement: A New Performance Modifier

To further the Company’s transformation to becoming a global provider of environmental solutions, and to complement the focus on our financial goals, senior management recommended, and the MD&C Committee approved, a new performance modifier under the AIP. The performance modifier further strengthens the links between pay and performance because it adds upside opportunity to final AIP payouts based on the successful delivery of goals related to our stated strategic and enterprise-wide ESG initiatives. It also includes downside risk to final AIP payouts when goals are not achieved. The goals were deliberately selected because they are critical to driving results on our short-term and Long-Range Plan Results

Changes(“LRP”) objectives. The goals linked to the performance modifier and assigned to each NEO include a mix of pre-determined quantitative and qualitative targets and are based on their respective roles and responsibilities. At year-end, the applicable Business Unit Contribution (“BUC”) is first calculated and then the performance modifier is applied, which can be plus or minus 20% of that award payout amount, without exceeding 200% of the participant’s target award opportunity. If the BUC results are below threshold yielding no award payout, the performance modifier does not apply.

At the beginning of the year, the MD&C Committee approves all goals which include specific quantitative or qualitative targets. The MD&C Committee will receive reports throughout the year from management about ongoing progress towards each of the goals. Then at year-end, the CEO will provide an assessment of each NEO’s achievement relative to their goals and performance modifier recommendations, as appropriate. The MD&C Committee will consider the CEO’s assessment in its final payout determinations. Mr. Grasberger will also provide an assessment of his own performance relative to the performance modifier goals. While the MD&C Committee will consider the CEO’s input, Mr. Grasberger’s goals are independently determined by the MD&C Committee and approved by the Board. The MD&C Committee also determines the final outcome related to the CEO’s attainment of his performance goals and the final outcome is approved by the Board. A summary of the weighting and performance modifier goals is set forth below.

2021 Annual Incentive Plan (“AIP”) Prior to COVID-19– Financial Measures

The financial measures for AIP awards are entirely dependent upon achievement of two separate and distinct components equaling Business Unit Contribution (“BUC”)BUC performance. In February of 2020, beforeAs in the impact of COVID-19,prior year, the MD&C Committee approved the replacement of Operating Income metric with Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”)utilizing EBITDA for purposes of the BUC calculation. Using an operating resultsresult metric based on EBITDA instead of Operating Income provides stronger alignment with Harsco’s merger and acquisition (“M&A&A”) strategy and aligns with the key metric used by analysts and stockholders to assess performance and value the Company. As a result, for purposes ofFor the 20202021 AIP plan goals, Harsco BUC consisted of the following two components:

The MD&C Committee believes these changes provided an appropriate level of incentive opportunity to ensure our senior leadership team remained focused on specific, quantifiable goals — finishing the year as strong as possible and poised to capitalize on growth opportunities when the global economy recovers. For details on actual AIP payouts, please refer to pages 46-50 of this CD&A.

AIP Payouts2021 Annual Incentive Plan Results

Each of Harsco Consolidated, Harsco Environmental and Harsco ESOLClean Earth earned an annual incentive payoutAIP award based on their financial performance compared against the approved BUC goals. The CEO evaluated and determined, and the MD&C Committee approved, the performance modifier result applicable to each business unit. The MD&C Committee also evaluated and determined, and the Board approved, the performance modifier for the CEO. Given overall financial results and achievements relative to the various goals that were approvedlinked to the performance modifier, the MD&C Committee applied the modifier result to awards as noted in July 2020. The payout factors achievedthe following table. For further discussion related to Harsco Consolidatedthe AIP results, refer to the section below titled AIP Performance Metrics and its business units are outlined below.Payouts.

2021 Total Direct Compensation At-A-Glance

The resulting payouts from the AIP along with the base salary earned plus the long-term incentives (“LTI”) granted in 20202021 for the NEOs are presented in the table below.

The Company granted PSUs in 20182019 with vesting conditioned generally on Harsco’s TSR performance relative to the S&P 600 Industrials Index for the three-year period from 20182019 through 2020.2021. Harsco’s TSR for the performance period was at the 41st7th percentile of the index, resulting in a payout of 73%0% of target.

Changes for 20212022

The MD&C Committee and senior management partnered closely to adopt the followingdetermined that both our AIP and LTIP plan design effectively matched our strategic intent, thus no changes to the program were made to the Company’s 2022 pay program:program.

Discussion and Analysis of 20202021 Compensation

Compensation Guiding Principles

The Company has a set of principles that guide our compensation program design with the core assumption that executive compensation is a highly effective business tool when designed, communicated and administered properly. The principles listed below strongly influenced our executive compensation decisions for fiscal 2020.2021.

Talent Management Strategy

Integral with our guiding principles is our talent management strategy, developed by management, and supported by both the Company’s MD&C Committee and the Board of Directors. Delivering our strategic goals and driving positive stockholder return requires a strong focus on attracting and retaining a talented senior management team.

Annually, an Organizational Leadershipthe Harsco Talent Review is performed that assessesto assess the critical organizational capabilities required to execute the Company’s strategy, executive team performance, succession depth, and retention risk across all critical executive leadership positions. Feedback is sought from both the MD&C Committee and the Board of Directors. In addition, Board members are involved in the selection process for our NEOs.

Overview of 20202021 Compensation Decisions and Actions

Applying our principles and stated compensation practices, the MD&C Committee reviewed each NEO’s compensation package individually with the objective of supporting our business strategies, ensuring market competitiveness, providing incentives to motivate and retain our key executives, and underpinning our succession planning process.

Elements of 20202021 NEO Compensation Program

The key elements of our 20202021 NEO compensation program are described in the following table:

Target Total Compensation Mix

As reflected in the following charts, the MD&C Committee approved a significant amount of each NEO’s target total compensation opportunity in the form of variable (AIP plus LTIP Targets), rather than fixed, compensation for 2020. These results exclude2021. The chart below computes each compensation component at target as a percentage of the CEO and all other NEOs target total compensation, excluding retirement benefits and post-employment payments.

⁽¹⁾ These results exclude Ms. McKenzie’sinclude Mr. Minan’s compensation details, who resigned effective June 30, 2020.as he was CFO until August 16, 2021.

Compensation Decision-Making Framework

General Process

Executive compensation decisions at the Company are the product of several factors, in each case subject to modification by the MD&C Committee as it may deem necessary at its discretion and are also dependent upon whether the decisions are made in the normal pay setting cycle or under special circumstances for a newly appointed or hired executive. For 2020,2021, the predominant factors influencing pay determinations for our NEOs included:

Below are the roles for the MD&C Committee, the Chairman, President & CEO, and the Compensation Consultants regarding the Compensation Decision-Makingdecision-making process.

Roles

MD&C Committee

All members of the MD&C Committee were independent Directors, enabling them to be objective representatives for our stockholders. The MD&C Committee oversaw the design and development of our 20202021 NEO compensation program and determined our CEO’s compensation consistent with the overall objectives of the program. In addition, the MD&C Committee approved all incentive compensation plans and approved or revised recommendations made by the Chairman, President & CEO for compensation decisions affecting any of the other NEOs.

Chairman, President & CEO

Our Chairman, President & CEO, assisted by our Human Resources department, administered the executive compensation program as delegated by the MD&C Committee. Mr. Grasberger met with the MD&C Committee and, in collaboration with the Compensation Consultant, made recommendations related to the overall structure of our NEO compensation program, set and evaluated 20202021 AIP metrics, including the performance modifier goals, and made specific recommendations regarding the form and amount of compensation opportunities for the other NEOs.

Final decisions regarding NEO compensation are always made by the MD&C Committee, and the Chairman, President & CEO does not play any role with respect to his own compensation.

Independent Compensation Consultant

Our MD&C Committee has the authority to engage and retain an independent compensation consultant to provide independent counsel and advice. At least annually, the MD&C Committee formally conducts an evaluation as to the effectiveness of the independent compensation consultant and periodically runs a request for proposal process to ensure the independent compensation consultant is meeting its needs. For 2020,2021, our MD&C Committee retained the services of Pearl Meyer & Co. LLP (“Pearl Meyer”). The following services were provided by the Independent Compensation Consultant:

At the MD&C Committee’s direction during 2020,2021, management provided all MD&C Committee materials to the independent consultant and discussed such materials and any recommendations relating thereto with the consultant in advance of each MD&C Committee meeting. Pearl Meyer considered and discussed the information with the MD&C Committee chairperson, specifically identifying any issues or concerns. The MD&C Committee considered Pearl Meyer’s input as part of its decision- makingdecision-making process.

Independence Assessment: No Compensation Consultant Conflicts of Interest

The MD&C Committee assessed the independence of Pearl Meyer in 2020,2021, as required under NYSE listing rules. The MD&C Committee has also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to the compensation consultant described above. Based on this review, we are not aware of any conflict of interest raised by the work performed by Pearl Meyer that would prevent the consultant from serving as an independent consultant to the MD&C Committee.

Management Consultants

Our Human Resources department retained Willis Towers Watson (“WTW”) during 20202021 to provide additional executive compensation support, including guidance related to the CEO Pay Ratio disclosure requirements. Our Human Resources department also used various survey data compiled by WTW to provide information to the MD&C Committee as part of its decision-making processes.

In 2020,2021, WTW again provided pension plan-related and other similar advice to our Human Resources and Finance departments as well as measurement support for various casualty exposures. The decision to engage WTW for these non-compensation related services was made by management.

How We Used Market Data for 20202021 Pay Decisions

Our first step in establishing pay levels for each of our NEOs is to target compensation initially at or near the median (50th percentile) of market data for executives in similar positions. In reviewing compensation of our NEOs and setting compensation for 2020,2021, the MD&C Committee consulted with Pearl Meyer in late 20192020 and referenced two sources of market data when making decisions: survey data and peer group data. As we are a diversified services company, no other company perfectly matches our profile, and we believe our most direct competitors for executive talent are not necessarily limited to companies within our peer group. Below are details concerning survey and peer group data.

Compensation Peer Group

Each year, we review our Compensation Peer Group to ensure our compensation is being benchmarked to comparable companies considering industry, financial and operational similarities. As in previous years, the following selection criteria was used in the development of the Compensation Peer Group:

In 2019, upon review of the 2019 Compensation Peer Group and the selection criteria noted above, the MD&C Committee approved the recommendation of Pearl Meyer to remove three companies: Chart Industries, Inc., SPX Flow, Inc. and Watts Water Technologies, Inc. and add three new companies: Clean Harbors, Inc., Covanta Holding Corporation and US Ecology, Inc. to the 2020 Compensation Peer Group to better align with Harsco’s new business strategy and portfolio mix. Chart Industries, Inc., SPX Flow, Inc. and Watts Water Technologies, Inc. operate primarily in the energy sector and were removed due to the sale of our Air-X-Changers business segment to Chart Industries, Inc. in 2019. Clean Harbors, Inc., Covanta Holding Corporation and US Ecology, Inc., operate within the waste management sector – supporting our transformation into a global provider of environmental solutions. Although there are other companies that compete with Harsco’s various business segments, some were not included in the compensation peer set due to their differences in size and scope as compared to Harsco.

Companies included in the 2020 Compensation Peer Group were companies that had one or more business aspects that corresponded with one or more of the main aspects of our three business units – Harsco Environmental, Rail and Clean Earth. The following companies comprise the 2020 Compensation Peer Group:

2020 Compensation Peer Group
		•  Astec Industries Inc.				•  Meritor, Inc.
		•  CIRCOR International, Inc.				•  Minerals Technologies
		•  Clean Harbors, Inc.				•  Rexnord Corporation
		•  Covanta Holding Corporation				•  SPX Corporation
		•  Crane Co.				•  Standex International Corporation
		•  Enerpac Tool Group Corporation				•  The Timken Company
		•  EnPro Industries, Inc.				•  TriMas Corporation
		•  Gibraltar Industries, Inc.	��			•  US Ecology, Inc.
		•  The Greenbrier Companies, Inc.				•  Valmont Industries, Inc.
		•  ITT Inc.				•  Woodward, Inc.
		•  Kennametal Inc.

For the 2020 Compensation Peer Group, median revenues for 2020 (2019 data was utilized to determine 2020 NEO compensation) were approximately $1.8 billion (as compared to the Company’s 2020 revenues of approximately $1.8 billion) and median market capitalization as of September 30, 2020 was approximately $1.7 billion (as compared to the Company’s 2020 market capitalization of approximately $1.1 billion). The following chart illustrates Harsco’s position in comparison to the 2020 Compensation Peer Group’s median by total revenues and market capitalization measured as of September 30, 2020.