The Board approves the granting of performance-based RSUs as the long-term equity component of director, officer and certain key employee compensation. The RSUs require no payment from the recipient and compensation cost is measured based on the market price of the Company's common stock on the grant date and is generally recorded over the vesting period. RSUs granted to officers and certain key employees in 2020, 2021 and 2022 either vest on a pro-rata basis over three years or upon obtainment of specified retirement or years of service criteria. The vesting period for RSUs granted to non-employee directors is one year and each RSU is exchanged for an equal number of shares of the Company's common stock upon vesting for awards issued under the 2016 Plan and following the termination of the participant's service as a director under prior plans. RSUs do not have an option for cash payment.

The following table summarizes RSUs issued and the compensation expense from continuing operations recorded for the years ended December 31, 2022, 2021, and 2020:


	RSUs (a)	Weighted Average Fair Value	Expense
(Dollars in thousands, except per unit)			2022		2021		2020
Directors:









2019	14,211	25.33	$	—	$	—	$	120
2020	34,986	10.29	—		120		240
2021	23,224	21.53	167		333		—
2022	63,696	7.85	333		—		—
Employees:









2017	286,251	13.70	—		—		85
2018	242,791	19.93	—		142		706
2019	270,864	22.25	314		1,239		1,270
2020	522,087	8.22	741		1,093		1,244
2021	343,125	18.62	1,294		1,892		—
2022	450,915	12.36	1,486		—		—
Total			$	4,335	$	4,819	$	3,665



	Number of Shares	Weighted Average Grant-Date Fair Value








Non-vested at December 31, 2021	712,844	$	14.68
Granted	514,611	11.80
Vested	(342,907)	14.87
Forfeited	(212,964)	14.28
Non-vested at December 31, 2022	671,584	$	12.51

At December 31, 2022, the total unrecognized compensation expense related to non-vested RSUs was $4.5 million, which will be recognized over a weighted-average period of 1.8 years.

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



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





















March 2020 Grant	0.76	%	—	%	6.0	45.2	%	$	10.29	$	3.03
October 2020 Grant	0.44	%	—	%	6.0	60.3	%	14.89		8.12
March 2021 Grant	0.91	%	—	%	6.0	61.9	%	18.58		10.48
March 2022 Grant	1.67	%	—	%	6.0	60.3	%	12.65		7.20
September 2022 Grant	3.56	%	—	%	6.0	60.6	%	5.02		2.97
October 2022 Grant	4.10	%	—	%	6.0	61.3	%	5.26		3.17
December 2022 Grant	3.75	%	—	%	6.0	62.4	%	6.15		3.72



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












Outstanding, December 31, 2021	2,394,055	$	14.75	$	8.6
Granted	342,987	12.02
Exercised	(118,618)	7.97
Forfeited/Expired	(526,562)	14.78
Outstanding, December 31, 2022	2,091,862	$	14.68	0.0


	SARs Outstanding					SARs Exercisable
Range of Exercisable Prices	Vested	Non-vested	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Life in Years	Number Exercisable	Weighted-Average Exercise Price per Share
$5.02 - $13.70	777,700	383,485	$	10.15	6.18	777,700	$	9.67
$16.53 - $22.70	650,634	86,986	19.16		4.23	650,634	19.24
$23.25 - $26.92	193,057	—	24.79		1.62	193,057	24.79
	1,621,391	470,471	$	14.68	5.07	1,621,391	$	15.31

Total compensation expense from continuing operations related to SARs was $1.5 million, $1.8 million and $1.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, total unrecognized compensation expense related to non-vested SARs was $1.7 million, which will be recognized over a weighted average period of 1.8 years.


	Number of Shares	Weighted-Average Grant Date Fair Value














Non-vested shares, December 31, 2021	664,880	$	5.63
Granted	342,987	6.86
Vested	(322,368)	5.54
Forfeited	(215,028)	6.57
Non-vested shares, December 31, 2022	470,471	$	6.16

The Board approves the granting of PSUs to officers and certain key employees that may be earned based on the Company's total shareholder return over the three-year performance period. PSUs are paid out at the end of each performance period based on the Company’s performance, which is measured by determining the percentile rank of the total shareholder return of the Company's common stock in relation to the total shareholder return of a specific peer group of companies. The peer group of companies utilized is the S&P Smallcap 600 Industrials Index. The payment of PSUs following the performance period will be based in accordance with the scale set forth in the PSU agreements, and may range from 0% to 200% of the initial grant. PSUs do not have an option for cash payment.

During the year ended December 31, 2020, the Company granted 513,995 shares in March and 11,194 shares in October under the 2013 Plan. During the year ended December 31, 2021, the Company granted 316,959 shares in March under the 2013 Plan. During the year ended December 31, 2022, the Company granted 500,624 shares in March under the 2013 Plan. The fair value of PSUs granted was estimated on the grant date using a Monte Carlo pricing model with the following assumptions:



	Risk-free Interest rate		Dividend Yield		Expected Life (Years)	Volatility		Fair Value of PSU








March 2020 Grant	0.56	%	—	%	2.81	36.0	%	$	4.40
October 2020 Grant	0.17	%	—	%	2.20	53.7	%	17.01
March 2021 Grant	0.25	%	—	%	2.83	50.7	%	25.38
March 2022 Grant	1.59	%	—	%	2.83	50.4	%	16.54

Total compensation expense from continuing operations related to PSUs was $4.2 million, $5.1 million and $3.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, total unrecognized compensation expense related to non-vested PSUs was $6.4 million, which will be recognized over a weighted average period of 1.7 years.



	Number of Shares	Weighted-Average Grant Date Fair Value






















Non-vested shares, December 31, 2021	753,793	$	13.05
Granted	500,624	16.54


Forfeited	(213,999)	14.51
Vested, not issued (c)	(378,466)	4.80
Non-vested shares, December 31, 2022	661,952	$	19.94

(c) The measurement period for PSUs issued in 2020 ended on December 31, 2022 and these shares vested but will not be issued until the Board certifies the measurement period results in early 2023. A total of 0 shares are expected to be issued.

In connection with the Company's appointment of its interim Senior Vice President and Chief Financial Officer ("ICFO") in August 2022, a monthly common stock grant equal to $0.1 million determined at the closing price of the Company's common stock on the last trading day of each month is issued as part of the ICFO's compensation. During the year ended December 31, 2022, the Company issued 87,765 shares at a weighted average price of $5.40 per share and total compensation expense of $0.5 million.