DEF 14A of Hudson Technologies Inc /Ny
Filed Apr 24, 2026 · FY20250001104659-26-048223
ELECTION OF FOUR DIRECTORS TO THE BOARD OF DIRECTORS
ELECTION OF FOUR DIRECTORS TO THE BOARD OF DIRECTORS The Company’s By-laws currently provide that the Board is divided into two classes, with each class to have a term of two years (the term of each class expiring in alternating years) and is to consist, as nearly as possible, of one-half of the number of directors constituting the entire Board. The By-laws provide that the number of directors shall be fixed by the Board but in any event, shall be no less than five (subject to decrease by a resolution adopted by the shareholders). Currently, the Board consists of seven directors. At the Annual Meeting a class of four directors will be elected to a two-year term expiring at the Annual Meeting of Shareholders to be held in 2028. Ms. Loan N. Mansy, Mr. Richard Parrillo, Mr. Eric A. Prouty, and Mr. Alan Sheriff are the nominees for a two-year term expiring at the Annual Meeting of the Shareholders to be held in 2028. Ms. Nicole Bulgarino, Mr. Kenneth Gaglione and Mr. Jeffrey R. Feeler will not stand for election at the Annual Meeting because their respective terms expire at the Annual Meeting of Shareholders to be held in 2027. Proxies will be voted for the nominees named below, unless authority is withheld. Should any nominee not be available for election, proxies will be voted for such substitute nominee as may be designated by the Board. Each of the nominees has indicated to the Board that he or she will be available and is willing to serve. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES SPECIFIED BELOW. The following is information with respect to the nominees for election as directors at the Annual Meeting that each nominee for director has given us about his or her age, all positions he or she holds, his or her principal occupation and his or her business experience for at least the past five years. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to service to the Company and our Board.
ELECTION OF FOUR DIRECTORS TO THE BOARD OF DIRECTORS
| Name | Age | Position | | Loan N. Mansy | 55 | Director | | Richard Parrillo | 73 | Director | | Eric A. Prouty | 56 | Director | | Alan Sheriff | 66 | Director |
ELECTION OF FOUR DIRECTORS TO THE BOARD OF DIRECTORS
Loan N. Mansy has been a Director of the Company since September 2022. Ms. Mansy served as Chief Executive Officer of Centerline Communications, LLC, a design, build and maintenance firm in the communications infrastructure industry, from 2023 until October 2025. During 2023, she served as President, and from 2019 to 2023 she served as Executive Vice President — Sales & Service, at Clean Harbors, Inc. (NYSE: CLH), a leading hazardous waste management company. Previously, from 2017 to 2019, she served as Area President of Republic Services, Inc., a leading provider of non-hazardous solid waste management services. Prior thereto, Ms. Mansy worked in managerial positions at Akzo Nobel N.V., Eastman Chemical Company, Solutia Inc. and Monsanto Chemical Co. She has over 30 years of experience as a business leader in the chemical and waste management industries. We believe Ms. Mansy’s qualifications to sit on our Board include her extensive leadership experience within Fortune 500 companies, encompassing general management and P&L responsibility in addition to supply chain, operations and sales leadership roles. Richard Parrillo has been a director of the Company since September 2014. Mr. Parrillo has, since 2007 been the Managing Member and principal of Tank Wash USA, LLC, an industrial tank cleaning and inspection company. Between 2000 and 2007, Mr. Parrillo was the Managing Member of Brite Clean, LLC. Between 1999 and 2007, Mr. Parrillo was the Managing Member of Matlack Leasing LLC, and he served as Vice President of Matlack Leasing Corporation, a subsidiary of Matlack Systems, Inc. from 1995 to 1999. From 1990 to 1995, Mr. Parrillo served as North American Sales Manager for Eurotainer USA, Inc. Mr. Parrillo also served as Sales/Operations Manager for SSM Coal North America, Inc., from 1984 to 1990, and worked at the Rentco Division of Fruehauf Corp. We believe that Mr. Parrillo’s qualifications to sit on the board include his more than 30 years of business experience in the petrochemical and related service industries, both domestically and internationally, as well as his experience in the areas of mergers, acquisitions, management and sales, having negotiated, acquired and managed 14 related companies over the past 30 years. Eric A. Prouty has been a director of the Company since September 2014. Mr. Prouty has, since January 2012, been an independent consultant providing business development and capital markets consulting services and has provided such services to Hudson at various times between May 2012 and December 2018. Mr. Prouty currently is a Partner at AdvisIRy Partners, a New York based investor relations firm. From June 1992 through November 2011, Mr. Prouty held positions in the research departments of a number of sell side and buy side firms with a sector focus on the cleantech and sustainability industries with firms including Canaccord Genuity, Adams Harkness, Robertson Stephens and First Albany. Mr. Prouty has previously served on the board of directors of Aqua Metals, Inc. and Pacific Green Technologies, Inc. We believe that Mr. Prouty’s qualifications to sit on the board include his more than 25 years of experience as an equity research analyst in the investment banking field and knowledge of the sustainability industry. Alan Sheriff has been a director of the Company since April 2026. Mr. Sheriff currently serves as Chief Executive Officer of Catalyst Capital Markets, a position he has held since May 2024. From January 2020 to July 2024, he was Vice Chairman of the Corporate & Institutional Bank of PNC Financial Services Group, the sixth largest bank in the country. Mr. Sheriff co-founded Solebury Capital, an independent equity capital markets advisory firm, in 2005 and served as its Co-Chief Executive Officer from 2005 until he retired at the end of 2020. Mr. Sheriff also served as a co-founder, director and sponsor of a successful SPAC franchise, Tailwind Acquisition Corp., that issued three SPACs for approximately $1 billion. Mr. Sheriff was responsible for developing comprehensive financing structures for three prospective SPAC mergers, two of which successfully closed. Mr. Sheriff has also served since November 2025 as a director of Tailwind 2.0 Acquisition Corp. (Nasdaq: TDWD). From September 2020 until April 2023, Mr. Sheriff previously served as a director of Tailwind Acquisition Corp. (NYSE: TWND) and Tailwind International Acquisition Corp (NYSE: TWNI). Prior to founding Solebury Capital, Mr. Sheriff held several senior-level positions at Credit Suisse First Boston, including serving as Co-Head of Equity Capital Markets for the Americas from 1999 to 2005. Mr. Sheriff also chaired Credit Suisse’s Equity Valuation Committee from 1999 to 2005 and sat on the firm’s Investment Banking Committee from 2001 to 2005. He began his career at Salomon Brothers Inc, where he worked from 1983-1992. Mr. Sheriff has more than forty years of comprehensive buy and sell-side finance experience spanning investment banking, capital raising, private and public equities, M&A and venture capital investing. The following is information with respect to the directors whose terms of office expire at the Annual Meeting of Shareholders to be held in the year 2027:
ELECTION OF FOUR DIRECTORS TO THE BOARD OF DIRECTORS
| Name | Age | Position | | Nicole Bulgarino | 53 | Director | | Jeffrey R. Feeler | 56 | Director | | Kenneth Gaglione | 64 | Director, Chairman, President and Chief Executive Officer |
ELECTION OF FOUR DIRECTORS TO THE BOARD OF DIRECTORS
Nicole Bulgarino has been a Director of the Company since September 2022. Ms. Bulgarino currently serves as Co-President of Ameresco, Inc. (NYSE: AMRC), a leading energy efficiency and energy infrastructure company, where she has served in a variety of increasingly senior positions since joining its predecessor company in 1998. She previously worked as a Lead Process Engineer at Raytheon Engineers & Constructors from 1994-1998. Ms. Bulgarino brings over 25 years of experience in developing, designing and implementing energy infrastructure projects and plays a key role in strategic planning and growth. We believe Ms. Bulgarino’s qualifications to sit on our Board include her 25 years of executive experience in energy efficiency and renewable energy solutions, her knowledge of Federal government contracting and her professional engineering qualifications. Jeffrey R. Feeler has been a director of the Company since April 2026. Mr. Feeler currently serves as Principal of On Point Consulting Solutions, LLC, where he advises investors and boards of directors on strategy and transaction-related issues. He also currently serves as a director of Tetra Tech, Inc. (Nasdaq: TTEK) and two privately-held companies in the environmental sector. From 2013 to 2022, prior to the entity’s sale, he served as Chairman and Chief Executive Officer of US Ecology, Inc., a Nasdaq-listed environmental services company focused on industrial waste treatment, disposal, recycling and related industrial and emergency response services, where he held a variety of increasingly senior positions after joining that company in 2006. Prior thereto, Mr. Feeler worked in financial management positions at MWI Veterinary Supply, Inc., Albertsons Companies, Inc. and Hewlett Packard Enterprise Company. He began his career as an auditor with PricewaterhouseCoopers LLP. Mr. Feeler has over 30 years of experience as a business and finance leader, including over 20 years of experience in the waste treatment, disposal and recycling industries. Kenneth Gaglione has been a Director of the Company since November 2025 and has also served as the Company’s Chairman of the Board, President and Chief Executive Officer since November 2025. Mr. Gaglione previously served as Vice President — Operations of the Company from September 2020 through December 2023. Following his departure from the Company, Mr. Gaglione served as a consultant to a leading European private equity firm evaluating opportunities in the refrigerant and HVAC industry and provided consulting services to the Company. Mr. Gaglione previously served as Global Marketing Director for aftermarket refrigerants at Honeywell International, Fluorine Products Division from 2018 to 2020. He served in a number of other capacities at Honeywell International from 2011, including Global Business Director — Aerosol & Solvents from 2015-2017, Senior Marketing Manager, Refrigerants from 2013-2014 and Global Product Manager/Senior Marketing Manager, Structural Enclosures from 2011-2013. Before joining Honeywell Mr. Gaglione had extensive experience marketing and developing advanced electronic packaging materials with Rohm and Haas’ Electronic Materials division and Ciba-Geigy’s Photopolymers division. Mr. Gaglione received a B.S. in Chemistry from the State University of New York and an MBA in Marketing from the University of California, Irvine. We believe Mr. Gaglione’s qualifications to sit on our Board include his extensive business and management experience in the air conditioning and refrigeration industry. The Board has determined that each of Ms. Bulgarino, Mr. Feeler, Ms. Mansy and Messrs. Parrillo, Prouty and Sheriff is an “independent director” within the meaning of applicable NASDAQ Listing Rules.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE FOUR NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS DESCRIBED ABOVE
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE FOUR NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS DESCRIBED ABOVE
CONSIDERATION OF DIRECTOR NOMINEES RECOMMENDED BY SHAREHOLDERS
CONSIDERATION OF DIRECTOR NOMINEES RECOMMENDED BY SHAREHOLDERS Shareholders of Hudson wishing to recommend director candidates to the Board must submit their recommendations in writing to the Chairman of the Board, c/o Corporate Secretary, Hudson Technologies, Inc., 300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey 07677. The independent directors of the Board will consider nominees recommended by Hudson’s shareholders provided that the recommendation contains sufficient information for the independent directors to assess the suitability of the candidate, including the candidate’s qualifications. Candidates recommended by shareholders that comply with these procedures will be considered either solely by Hudson’s independent directors, or by a nominating committee of the Board that is comprised solely of Hudson’s independent directors, if such committee exists at the time. The recommendations must also state the name of the shareholder who is submitting the recommendation. In addition, it must include information regarding the recommended candidate relevant to a determination of whether the recommended candidate would be barred from being considered independent under applicable NASDAQ Listing Rules. Each nomination is also required to set forth: (i) a representation that the shareholder making the nomination is a holder of record of capital stock of Hudson entitled to vote at such meeting; (ii) a representation as to the beneficial interest of the shareholder making the nomination including, without limitation, any derivative securities holdings, short interests, hedges and any agreements that increase or decrease such shareholder’s voting power; (iii) all stock ownership information with respect to any shareholder or shareholder group with whom the shareholder making the nomination is associated, whether or not such persons constitute a filing group for purposes of Schedule 13D; (iv) whether the shareholder making the nomination intends individually or as part of a group, to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Hudson’s outstanding capital stock required to approve or adopt the proposal, and/or to otherwise solicit proxies in support of such proposal; (v) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; (vi) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated by the Board; and (vii) the consent of each nominee to serve as a director of Hudson if so elected. A nomination which does not comply with the above requirements or that is not received by the deadline referred to below will not be considered. All shareholder recommendations will be reviewed in the same manner as other potential candidates for Board membership. The qualities and skills sought in prospective members of the Board are determined by the Board. The Board generally requires that director candidates be qualified individuals who, if added to the Board, would provide the mix of director characteristics, experience, perspectives and skills appropriate for Hudson. Criteria to be considered for selection of candidates will include, but not be limited to: (i) business and financial acumen, as determined by the Board in its discretion, (ii) qualities reflecting a proven record of accomplishment and ability to work with others, (iii) knowledge of Hudson’s industry, (iv) relevant experience and knowledge of corporate governance practices, and (v) expertise in an area relevant to Hudson. Such persons should not have commitments that would materially conflict with the time commitments of a Director of Hudson.
Annual Bonus Plan Compensation
Annual Bonus Plan Compensation The Company has established an annual bonus program for the payment of cash and/or equity awards to some or all of the executive officers and other members of senior management based upon the Company’s annual earnings and potentially other financial and personal metrics. The amount of the aggregate pool to be established each year will be determined by the Compensation Committee on or about the end of each fiscal year, based upon the Company achieving financial metrics in excess of a pre-determined level for each fiscal year (the “Benchmark”). In the event the Company’s financial metrics exceed the Benchmark for the applicable fiscal year, some or all of the executive officers may receive bonuses in the form of cash, stock options, stock or some combination thereof. The Compensation Committee will determine the amount, if any, of the awards to be received by the Chief Executive Officer (“CEO”) and whether the awards will be made in cash, stock options or stock, or some combination thereof, which determination will be made, based upon the overall financial results of the Company during the applicable fiscal year as well as on the personal performance of the CEO during the applicable fiscal year. The CEO will determine the amount, if any, of the awards to be received to all other executive officers, and whether the awards will be made in cash, stock options or stock, or some combination thereof, which determination will be made based upon the overall financial results of the Company during the applicable fiscal year as well as on the personal performance of each of the executive officers during the applicable fiscal year. For fiscal year 2025, the Compensation Committee based the Benchmarks primarily on achievement of Company financial metrics. Based on fiscal year 2025 results, it was determined that $496,345 of the overall bonus pool was earned for the award of bonuses to the senior management in accordance with the Company’s annual bonus program. A portion of such aggregate amount was paid in cash to the named executive officers as follows: (i) Mr. Bertaux — $129,500; and (ii) Ms. Houghton — $140,000. Mr. Gaglione joined the Company in November 2025 and was not eligible for the 2025 bonus. Mr. Coleman’s employment with the Company terminated in November 2025 and he did not receive a bonus payment for 2025.
Equity Incentive Awards
Equity Incentive Awards Company executives are eligible to receive restricted stock and stock options (which give them the right to purchase shares of common stock at a specified price in the future). These grants will vest based upon the passage of time, the achievement of performance metrics, or both. We believe that the use of restricted stock and stock options as the basis for long-term incentive compensation meets our defined compensation strategy and business needs by achieving increased value for shareholders and retaining key employees. Stock option awards are intended to attract and retain highly talented executives, to provide an opportunity for significant compensation when overall Company performance is reflected in the stock price and to help align executives’ and shareholders’ interests. Stock options are typically granted at the time of hire to key new employees and annually to a broad group of existing key employees, including executive officers. We have adopted a number of equity compensation plans governing the grant of such stock options. All of our equity compensation plans have been approved by our shareholders. Annual option grants to executive officers are made at the discretion of the Board or the Compensation Committee and any delegated parties, and may be in the form of incentive stock options (“ISOs”) up to the fullest extent permitted under tax laws, with the balance granted in the form of nonqualified stock options. The option grants are subject to the terms of the relevant plan. ISOs have potential income tax advantage for executives if the executive disposes of the acquired shares after satisfying certain holding periods. Tax laws provide that the aggregate grant at date of grant for market value of ISOs that become exercisable for any employee in any year may not exceed $100,000. Our current practice for options issued to all employees and to non-employee directors is typically to issue options that vest immediately upon issuance or over the first year of the option grant, and carry a term of up to ten years. During March 2025, we issued stock option awards to the then-serving Named Executives pursuant to the Long-Term Incentive Program as described below. In addition, in connection with his hiring, on November 24, 2025, we granted Mr. Gaglione a five-year stock option grant to purchase 216,309 shares of common stock at $6.70 per share, vesting 50% on the first anniversary of the grant date and a further fifty percent on the second anniversary of the grant date, which grant had a Black-Scholes value, determined in good faith by the Compensation Committee, of $695,000. We did not make grants of restricted stock to any Named Executives during 2025. The Company does not have a formal policy with respect to the timing of awards of options in relation to the disclosure of material non-public information. However, the Compensation Committee generally seeks to avoid making grants four business days prior to, or one business day following, the filing of a periodic or current report with the SEC that discloses material non-public information. In addition, annual equity grants to directors are made at a specific predetermined time — five business days following the annual shareholders meeting.
Long-Term Incentive Program
Long-Term Incentive Program In order to provide senior management with a longer-term equity incentive to more closely align the interests of management and the shareholders, on March 13, 2025, the Compensation Committee approved a program of equity grants to senior management that contain multi-year vesting metrics. Specifically, on March 13, 2025, the Committee granted options as follows: (i) Mr. Coleman — a five-year stock option grant to purchase 140,813 shares of common stock at $5.95 per share; (ii) Mr. Bertaux — a five-year stock option grant to purchase 55,109 shares of common stock at $5.95 per share; and (iii) Ms. Houghton — a five-year stock option grant to purchase 72,477 shares of common stock at $5.95 per share. Each of these stock options are subject to cliff vesting on December 31, 2027 dependent upon achievement of both: (i) earnings per share growth at a rate of 8% per year during the three-year period 2025-2027 (i.e. from $0.52 per share to a threshold of $0.65 per share for 2027) and (ii) the change in the price of the Company’s common stock exceeding that of the Russell 2000 for the three-year period from December 31, 2024 through December 31, 2027. The vesting of Mr. Coleman’s options accelerated fully in accordance with the terms of his employment agreement in connection with his termination of employment with the Company in November 2025.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Kenneth Gaglione, President, Chief Executive Officer(3)(4) | 2025 | $53,462 | — | $695,000 | — | — | $748,462 | | | 2024 | — | — | — | — | — | — | | | 2023 | $358,004 | — | — | $130,000 | — | $488,004 | | Brian J. Bertaux, Chief Financial Officer and Secretary(5) | 2025 | $367,075 | — | $146,370 | $129,500 | $21,850(6) | $664,795 | | | 2024 | $163,731 | — | — | $57,000 | — | $220,731 | | | 2023 | — | — | — | — | — | — | | Kathleen L. Houghton, Senior Vice President – Sales and Marketing(3)(7) | 2025 | $396,539 | — | $192,499 | $140,000 | $6,523(8) | $735,561 | | | 2024 | $385,000 | — | — | $145,000 | $1,623(8) | $531,623 | | | 2023 | $357,535 | — | $56,000 | $104,000 | $1,623(8) | $519,158 | | Brian F. Coleman, Former President and Chief Executive Officer(3)(9) | 2025 | $603,846 | — | $373,999 | — | $571,595(10)(11) | $1,549,440 | | | 2024 | $680,000 | — | — | $290,000 | $76,816(10) | $1,046,816 | | | 2023 | $678,408 | — | $119,000 | $221,000 | $76,816(10) | $1,095,224 |
SUMMARY COMPENSATION TABLE
(1) We utilize the grant date fair value using the Black-Scholes method as described in Note 12 to the Notes to the Consolidated Financial Statements contained in our Form 10-K for the year ended December 31, 2025. (2) Amount was earned in the indicated calendar year. (3) Mr. Gaglione did not receive any additional compensation for services as a director during the year ended December 31, 2025. Ms. Houghton did not receive any additional compensation for services as a director during the years ended December 31, 2025, 2024 and 2023. Mr. Coleman did not receive any additional compensation for services as a director during the years ended December 31, 2025, 2024 and 2023. (4) Mr. Gaglione rejoined the Company on November 24, 2025. He previously served as Vice President — Operations through December 14, 2023. (5) Mr. Bertaux joined the Company on July 30, 2024. (6) Represents payment for relocation expenses to Mr. Bertaux. (7) Ms. Houghton’s employment with the Company terminated on March 13, 2026. (8) Represent payments for supplemental long term disability insurance purchased for the benefit of the executive officer. (9) Mr. Coleman’s employment with the Company terminated on November 3, 2025. (10) Represent payments to Mr. Coleman for (a) supplemental long term disability insurance purchased for the benefit of the executive officer ($5,606 in 2025), and (b) payments of annual premiums for a life insurance policy purchased for the benefit of the executive officer ($71,210 in 2025). Includes severance payments to Mr. Coleman during 2025 of $494,778.
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. There are a variety of different methodologies, assumptions, adjustments and estimates that companies may apply in compliance with Item 402(u) of Regulation S-K; as such, the information provided should not be used as a basis for comparison between different companies. For 2025, the annual total compensation of the median employee of our company was $54,594, and the annualized total compensation of our CEO, as reported in the Summary Compensation Table above, was $1,390,000. Based on this information, the ratio of the annualized total compensation of our CEO, Mr. Gaglione, to the median of the annual total compensation of all employees was 25 to 1. In order to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: We determined that, as of December 31, 2025, our employee population consisted of approximately 287 individuals. This population consisted of our full-time, part-time, temporary and seasonal employees. December 31, 2025 was selected as the date upon which we would identify the “median employee,” because it allowed us to identify our median employee in a reasonably efficient and economical manner. To identify the median employee, we compared 2025 W-2 taxable Medicare wages (Box 5) as reported to the Internal Revenue Service. This compensation measure was consistently applied to all employees included in the calculation. Once the median employee was identified, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as reported in the 2025 Summary Compensation Table above. With respect to the annual total compensation of our CEO, in accordance with Instruction 10, Section 2 of Item 402(u) of Regulation S-K, we used the annualized compensation of our CEO on December 31, 2025.
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Kenneth Gaglione | 11/24/25 | — | $0(1) | — | — | 216,309 | $6.70 | $695,000 | | Brian J. Bertaux | 3/13/25 | — | $129,500 | — | | 55,109 | $5.95 | $146,370 | | Kathleen L. Houghton | 3/13/25 | — | $140,000 | — | — | 72,477 | $5.95 | $192,499 | | Brian F. Coleman | 3/13/25 | — | $521,250 | — | — | 140,813 | $5.95 | $373,999 |
2025 GRANTS OF PLAN-BASED AWARDS
Mr. Gaglione rejoined the Company on November 24, 2025 and was not eligible for a 2025 bonus. Outstanding Equity Awards Table The following table discloses the outstanding option awards held by the Named Executives as of December 31, 2025. No outstanding unvested stock awards have been issued to the Named Executives.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Kenneth Gaglione | 33,378 | — | $10.09 | 3/1/2026 | | | — | 216,309(1) | $6.70 | 11/24/2030 | | Brian J. Bertaux | — | 55,109(2) | $5.95 | 3/13/2030 | | Kathleen L. Houghton | 120,000 | — | $0.75 | 12/19/2029 | | | 47,619 | — | $1.60 | 3/12/2026 | | | 50,888 | — | $3.81 | 2/24/2027 | | | 66,757 | — | $10.09 | 3/1/2026 | | | 9,444 | — | $14.89 | 2/27/2027 | | | — | 72,477(2) | $5.95 | 3/13/2030 | | Brian F. Coleman | 945,000 | — | $0.75 | 12/19/2029 | | | 261,905 | — | $1.60 | 3/12/2026 | | | 169,626 | — | $3.81 | 2/24/2027 | | | 234,332 | — | $10.09 | 3/1/2026 | | | 20,067 | — | $14.89 | 2/27/2027 | | | 140,813 | — | $5.95 | 3/13/2030 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
(1) The indicated options vest 50% on November 24, 2026 and 50% on November 24, 2027. (2) The indicated options are subject to cliff vesting on December 31, 2027 dependent upon achievement of both: (i) earnings per share growth at a rate of 8% per year during the three-year period 2025-2027 (i.e. from $0.52 per share to a threshold of $0.65 per share for 2027) and (ii) the change in the price of the Company’s common stock exceeding that of the Russell 2000 for the three-year period from December 31, 2024 through December 31, 2027. Option Exercises and Stock Vested Table No stock options were exercised by the Named Executives during 2025. There was no restricted stock held by those persons that vested during 2025.
Executive Pay Versus Performance
Executive Pay Versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to our Named Executives. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnotes (6) through (8) below set forth the adjustments from the Total Compensation for each Named Executive reported in the Summary Compensation Table above. The following table sets forth additional compensation information for our Chief Executive Officer, who is our principal executive officer (PEO), our former Chief Executive Officer, and our non-PEO Named Executives (NEOs), along with total shareholder return, net income, and EBITDA performance results for fiscal years 2021, 2022, 2023, 2024 and 2025.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
| | | | | | | | Value of Initial Fixed $100 Investment on 12/31/20 Based on | | | | | Year | Summary Compensation Table Total for PEO (Brian F. Coleman)(1) | Summary Compensation Table Total for PEO (Kenneth Gaglione)(2) | Compensation Actually Paid to PEO (Brian F. Coleman) | Compensation Actually Paid to PEO (Kenneth Gaglione) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income | EBITDA(5) | | 2021 | $1,800,574 | — | $1,657,574(6) | — | $608,173 | $537,598(8) | $453.06 | $134.57 | $32,259,000 | $50,961,000 | | 2022 | $2,570,386 | — | $2,396,608(6) | — | $799,057 | $768,364(8) | $1,032.65 | $105.56 | $103,801,000 | $137,486,000 | | 2023 | $1,095,224 | — | $2,036,459(6) | — | $497,469 | $698,194(8) | $1,376.53 | $121.49 | $52,247,000 | $86,262,000 | | 2024 | $1,046,816 | — | $1,125,350(6) | — | $377,875 | $404,789(8) | $557.14 | $133.52 | $24,388,000 | $36,938,000 | | 2025 | $1,549,440 | $748,462 | $1,549,440(6) | $710,176(7) | $466,785 | $482,946(8) | $698.98 | $149.87 | $16,667,000 | $25,651,000 |
PAY VERSUS PERFORMANCE
Mr. Coleman stepped down as our PEO on November 3, 2025. (2) Mr. Gaglione became our PEO on November 24, 2025. (3) Named executive officers during the applicable years are: (i) 2021 — Nat Krishnamurti, Chief Financial Officer and Secretary; and Kathleen L. Houghton, Vice President — Sales and Marketing; (ii) 2022 — Nat Krishnamurti, Chief Financial Officer and Secretary; and Kathleen L. Houghton, Vice President — Sales and Marketing; (iii) 2023 — Nat Krishnamurti, Chief Financial Officer and Secretary; Kathleen L. Houghton, Senior Vice President — Sales and Marketing; and Kenneth Gaglione, Vice President — Operations; (iv) 2024 — Brian J. Bertaux, Chief Financial Officer and Secretary; Kathleen L. Houghton, Senior Vice President — Sales and Marketing; and Nat Krishnamurti, Former Chief Financial Officer and Secretary; and (v) 2025 — Brian J. Bertaux, Chief Financial Officer and Secretary; and Kathleen L. Houghton, Senior Vice President — Sales and Marketing. (4) Peer group is the Russell 2000 Index. (5) EBITDA consists of net income, plus interest expense, income tax expense (benefit), depreciation and amortization. EBITDA is a non-GAAP financial measure. (6) Represents the Summary Compensation Table Total for Mr. Coleman for 2021, 2022, 2023, 2024 and 2025 adjusted as follows:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (Brian F. Coleman) | Deduction of fair value of any stock option grants or stock awards during the year | | (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year | (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year | (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date | (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value | (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year | (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year | Compensation Actually Paid to PEO (Brian F. Coleman) | | 2021 | $1,800,574 | ($ | 363,000) | — | — | $220,000 | — | — | — | $1,657,574 | | 2022 | $2,570,386 | ($ | 860,000) | $504,722 | — | $181,500 | — | — | — | $2,396,608 | | 2023 | $1,095,224 | ($ | 119,000) | $630,236 | — | $429,999 | — | — | — | $2,036,459 | | 2024 | $1,046,816 | | — | $18,992 | — | $59,542 | — | — | — | $1,125,350 | | 2025 | $1,549,440 | ($ | 373,999) | — | — | $373,999 | — | — | — | $1,549,440 |
PAY VERSUS PERFORMANCE
Represents the Summary Compensation Table Total for Mr. Gaglione for 2025 adjusted as follows:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO (Kenneth Gaglione) | Deduction of fair value of any stock option grants or stock awards during the year | | (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year | (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year | (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date | (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value | (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year | (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year | Compensation Actually Paid to PEO (Kenneth Gaglione) | | 2025 | $748,462 | ($ | 695,000) | $656,714 | — | — | — | — | — | $710,176 |
PAY VERSUS PERFORMANCE
(8) Represents the average Summary Compensation Table Total for the applicable executives described in footnote (3) above for 2021, 2022, 2023, 2024 and 2025 adjusted as follows:
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs | Deduction of fair value of any stock option grants or stock awards during the year | (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year | (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year | (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date | (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value | (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year | (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year | Average Compensation Actually Paid to Non-PEO NEOs | | 2021 | $608,173 | $(108,075) | — | — | $37,500 | — | — | — | $537,598 | | 2022 | $799,057 | $(235,000) | $150,269 | — | $54,038 | — | — | — | $768,364 | | 2023 | $497,469 | $(33,250) | $114,809 | — | $119,166 | — | — | — | $698,194 | | 2024 | $377,875 | — | $2,980 | — | $23,934 | — | — | — | $404,789 | | 2025 | $466,785 | $(112,956) | $129,117 | — | — | — | — | — | $482,946 |
PAY VERSUS PERFORMANCE
Supplemental Pay Versus Performance Tables The following table illustrates the relationship between the Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the PEO and the average Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the non-PEO NEOs and the cumulative shareholder return of Hudson Technologies, Inc. stock during 2021, 2022, 2023, 2024 and 2025 and the cumulative shareholder return of the Russell 2000 Index during 2021, 2022, 2023, 2024 and 2025. The following table illustrates the relationship between the Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the PEO and the average Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the non-PEO NEOs and the net income of Hudson Technologies, Inc. during 2021, 2022, 2023, 2024 and 2025. The following table illustrates the relationship between the Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the PEO and the average Compensation Actually Paid (as set forth in the Pay Versus Performance table above) for the non-PEO NEOs and the EBITDA of Hudson Technologies, Inc. during 2021, 2022, 2023, 2024 and 2025. List of Financial Performance Measures The following list represents the most important financial performance measures used by the Company to link compensation actually paid to the NEOs for the most recently completed fiscal year to company performance. TABULAR LIST OF FINANCIAL PERFORMANCE MEASURES USED TO LINK COMPENSATION ACTUALLY PAID TO NEOs FOR THE MOST RECENTLY COMPLETED FISCAL YEAR TO COMPANY PERFORMANCE EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) Hudson Technologies, Inc. Stock Price Net income
Director Compensation
Director Compensation The Board’s standard non-employee director compensation structure during 2025 was as follows: Annual cash fee of $50,000 per year payable in equal quarterly installments; • In addition to the annual cash fee set forth above, the Chairperson of the Audit Committee receives an additional annual cash fee of $20,000 payable in equal quarterly installments; • In addition to the annual cash fee set forth above, the Chairperson of the Compensation Committee, the Nominating and Governance Committee, and the Environmental, Health, Safety, Sustainability and Public Policy Committee, receives an additional annual cash fee of $10,000 payable in equal quarterly installments; • An additional payment five business days following the annual shareholders meeting of the Company of $50,000 — payable in the form of an equity grant determined by the Compensation Committee; and • An additional payment five business days following the annual shareholders meeting of the Company of $50,000 — payable, at the choice of each director, either (1) in the form of an equity grant or grants determined by the Compensation Committee or (2) up to half in cash and the remainder in the form of an equity grant or grants determined by the Compensation Committee. Non-employee directors also received reimbursement for out-of-pocket expenses incurred for attendance at meetings of the Board of Directors and Board committee meetings. The following table discloses the compensation of the non-employee directors who served as our directors during the year ended December 31, 2025.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| Name | Fees earned or paid in cash | Stock Awards(1) | Option Awards(2) | All Other Compensation | Total | | Vincent P. Abbatecola(3) | $95,000 | $25,000 | $50,000 | — | $170,000 | | Nicole Bulgarino(3) | $75,000 | $25,000 | $50,000 | — | $150,000 | | Loan N. Mansy(3) | $60,000 | $50,000 | $50,000 | — | $160,000 | | Richard Parrillo(3) | $85,000 | $25,000 | $50,000 | — | $160,000 | | Eric A. Prouty(3) | $85,000 | $25,000 | $50,000 | — | $160,000 |
DIRECTOR COMPENSATION
(1) Reflects the fair value of a share grant computed in accordance with FASB ASC Topic 718, based on the applicable fair-market value on the date of grant. (2) We utilize the grant date fair value using the Black-Scholes method as described in Note 12 to the Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. As of December 31, 2025, Mr. Abbatecola held options to purchase 59,600 shares of common stock, Ms. Bulgarino held options to purchase 49,318 shares of common stock, Ms. Mansy held options to purchase 39,928 shares of common stock, Mr. Parrillo held options to purchase 105,797 shares of common stock, and Mr. Prouty held options to purchase 107,174 shares of common stock.