DEF 14A of Perma Fix Environmental Services Inc, Jun 7, 2024

DEF 14A of Perma Fix Environmental Services Inc

Filed Jun 7, 2024 · FY20230001493152-24-023025

Open on EDGAR

  1. Is the stockholder list available for review?

    Is the stockholder list available for review? A list of stockholders entitled to vote at the Meeting will be open to examination by any stockholder for any purpose germane to the Meeting during ordinary business hours commencing 10 days before the Meeting. Prior to the Meeting, the list will be maintained at our principal executive offices located at 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350. PROPOSAL 1 - ELECTION OF DIRECTORS The Company’s Restated Certificate of Incorporation provides that each member of the Board of Directors shall hold office until the next Annual Meeting of Stockholders and their successors have been duly elected and qualified or until their earlier resignation or removal. Successors to those directors whose terms have expired are required to be elected by stockholder vote. The existing Board of Directors may fill vacancies for an unexpired term and any newly created directorships created by Board action. The nine nominees for membership on our Board of Directors named below were recommended by our Corporate Governance and Nominating Committee to serve as members of the Board of Directors. All nominees are incumbent directors who and meet the qualifications for membership on our Board of Directors as set forth in the Company’s Second Amended and Restated Bylaws, as amended (the “Bylaws”). The Company’s Bylaws provide that the number of the Company’s directors shall be at least three and no more than nine, as may be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. The Board of Directors has set the size of the Board at nine members. Nominees for Directors The nominees for membership on our Board of Directors is a diverse group of sophisticated leaders and professionals who meet the standards and qualifications for our directors. The following biographical information includes a discussion of the specific experience, qualifications, attributes or skills that led to the conclusion by our Corporate Governance and Nominating Committee that each of the nominees is qualified to serve as one of our directors.

  2. Is the stockholder list available for review?

    | Lieutenant General (LTG) (U.S. Army Ret.) Thomas P. Bostick, Director Age: 67 | Lieutenant General (LTG) (Ret.) Bostick, a director since August 2020, is currently the Chief Executive Officer (“CEO”) of Bostick Global Strategies, LLC, a position he has held since July 2016. Bostick Global Strategies, LLC provides strategic advisory support in the areas of engineering, environmental sustainability, human resources, biotechnology, education, executive coaching, and Agile Project Management. In February 2021, LTG (Ret.) Bostick was selected by U. S. Senator Jack Reed, Chairman of the Senate Armed Services Committee, to serve as a member of the Naming Commission consisting of eight appointed individuals, tasked with renaming Confederate-named military bases and property. In 2023, the Secretary of the Army and the Chief of Staff of the Army requested LTG (Ret.) Bostick’s assistance in transforming U.S. Army Recruiting Command (USAREC). LTG (Ret.) Bostick worked with the U.S. Army to develop a plan which USAREC is now executing. LTG (Ret.) Bostick previously served (from November 2017 to February 2020) as the COO and President of Intrexon Bioengineering, a division of Intrexon Corporation (formerly Nasdaq: XON; now Nasdaq: PGEN). Intrexon Bioengineering addresses global challenges across food, agriculture, environmental, energy, and industrial fields by advancing biologically engineered solutions to improve sustainability and efficiency. Since October 2020, LTG (Ret.) Bostick has served as a board member of CSX Corporation (Nasdaq: CSX), a publicly-held rail transportation company, and since December 2020, as a member of both the Finance Committee and the Governance Committee of CSX Corporation. Since June 2021, LTG (Ret.) Bostick has served on the Board of Trustees of Fidelity Equity and High Income Funds overseeing equity funds and high yield funds sponsored by Fidelity Investments, Inc., a privately-owned investment management company. LTG (Ret.) Bostick continues to serve as a board member for several other privately-held and nonprofit organizations. LTG (Ret.) Bostick was named as one of 2021’s Most Influential Black Corporate Directors by Savoy Magazine, a national publication that showcases and drives positive dialogue about Black culture. In 2024, the Association of Graduates selected LTG (Ret.) Bostick as a Distinguished Graduate of the U.S. Military Academy at West Point. |

  3. Is the stockholder list available for review?

    | | LTG (Ret.) Bostick has had a distinguished career in the U.S. military, retiring from the U.S. Army in July 2016 with the rank of Lieutenant General. Prior to his retirement, LTG (Ret.) Bostick held a variety of positions within the U.S. Army, including the 53rd Chief of Engineers and Commanding General, U.S. Army Corps of Engineers (2012-2016) and Deputy Chief of Staff and Director of Human Resources, U.S. Army (2009-2012). LTG (Ret.) Bostick has been awarded many military honors and decorations during his military career, including the Distinguished Service Medal, the Defense Superior Service Medal, and the Bronze Star Medal. As a White House Fellow, one of America’s most prestigious programs for leadership and public service, LTG (Ret.) Bostick was a special assistant to the Secretary of Veterans Affairs. LTG (Ret.) Bostick graduated with a Bachelor of Science degree from the U.S. Military Academy at West Point and later returned to the Academy to serve as an Associate Professor of Mechanical Engineering. He holds Master’s degrees in Civil Engineering and Mechanical Engineering from Stanford University, an MBA from Oxford University, and a Doctorate in Systems Engineering from George Washington University. He is a Member of the National Academy of Engineering and the National Academy of Construction. LTG (Ret.) Bostick’s distinguished career in both the government and private sectors brings valuable experience and insight into solving complex issues domestically and globally. His extensive knowledge and problem-solving experiences enhance the Board’s ability to address significant challenges in the nuclear market and led the Board to conclude that he should serve as a director. | | Dr. Louis F. Centofanti, Director Age: 80 | Dr. Centofanti, the founder of the Company and a director of the Company since its inception in 1991, currently holds the position of Executive Vice President (“EVP”) of Strategic Initiatives. From March 1996 to September 2017 and from February 1991 to September 1995, Dr. Centofanti held the position of President and CEO of the Company. Dr. Centofanti served as Chairman of the Board from the Company’s inception in February 1991 until December 16, 2014. In January 2015, Dr. Centofanti was appointed by the U.S Secretary of Commerce Penny Prizker to serve on the U.S. Department of Commerce’s Civil Nuclear Trade Advisory Committee (“CINTAC”). The CINTAC is composed of industry representatives from the civil nuclear industry and meets periodically throughout the year to discuss the critical trade issues facing the U.S. civil nuclear sector. From 1985 until joining the Company, Dr. Centofanti served as Senior Vice President (“SVP”) of USPCI, Inc., a large publicly-held hazardous waste management company, where he was responsible for managing the treatment, reclamation and technical groups within USPCI. In 1981, he and Mark Zwecker, a current Board member of the Company, founded PPM, Inc. (later sold to USPCI), a hazardous waste management company specializing in treating PCB-contaminated oil. From 1978 to 1981, Dr. Centofanti served as Regional Administrator of the U.S. Department of Energy for the southeastern region of the United States. Dr. Centofanti has a Ph.D. and a M.S. in Chemistry from the University of Michigan, and a B.S. in Chemistry from Youngstown State University. As founder of Perma-Fix and PPM, Inc., and as a senior executive at USPCI, Dr. Centofanti combines extensive business experience in the waste management industry with a drive for innovative technology which is critical for a waste management company. In addition, his service in the government sector provides a solid foundation for the continuing growth of the Company, particularly within the Company’s Nuclear business. Dr. Centofanti’s comprehensive understanding of the Company’s operations and his extensive knowledge of its history, coupled with his drive for innovation and excellence, positions Dr. Centofanti to optimize our role in this competitive, evolving market, and led the Board to conclude that he should serve as a director. |

  4. Is the stockholder list available for review?

    | Mark J. Duff, Director Age 61 | Mr. Duff, the Company’s President and CEO since September 2017, has served as a Board member since April 2023. Since joining the Company in 2016, Mr. Duff has developed and implemented strategies to meet growth objectives in both the Treatment and Services Segments. In the Treatment Segment, he continues to upgrade each facility to increase efficiency, modernize and broaden treatment capabilities to meet the changing markets associated with the waste management industry. This growth includes expansion into international markets and additional market sectors, including development of new clients in the commercial power and oil and gas industries. In the Services Segment, which encompasses all field operations, he has completed the revitalization of business development programs, which has resulted in increased competitive procurement effectiveness, and broadened the market penetration within both the commercial and government sectors. Within the Services Segment, Mr. Duff has established a team of professionals with experience in conducting safe and efficient field operations while addressing complex technical challenges associated with removal of radioactive and hazardous waste contamination. Mr. Duff has over 39 years of management and technical experience in the U.S. Department of Energy (“DOE”) and the U.S. Department of Defense (“DOD”) environmental and construction markets as a corporate officer, senior project manager, co-founder of a consulting firm, and federal employee. Mr. Duff has an MBA from the University of Phoenix and received his B.S. from the University of Alabama. Mr. Duff’s extensive experience in the government sector has proven invaluable in the continuing growth of the Company’s Treatment and Services Segments. Mr. Duff’s comprehensive understanding of the Company’s operations, his proven leadership skills, and his drive for new innovation in this evolving industry and market, led the Board to conclude that he should serve as a director. | | Kerry C. Duggan, Director Age: 45 | Ms. Duggan, a director of the Company since May 2021, is the founder of SustainabiliD, a woman-owned advisory services firm working with gamechangers to equitably solve the climate crisis. She was appointed to the faculty and named as the Founding Director of the University of Michigan’s School for Environmental and Sustainability (“SEAS”) Clinic in Detroit. In 2021, Ms. Duggan was appointed to DOE’s prestigious Secretary of Energy Advisory Board (“SEAB”), serving under Energy Secretary Jennifer Granholm. In February 2021, Michigan Governor Gretchen Whitmer also appointed Ms. Duggan to the State of Michigan’s Council on Climate Solutions, to advise on the implementation of the MI Healthy Climate Plan, to reduce greenhouse gas emissions and to transition toward economy-wide carbon neutrality. More recently, Ms. Duggan also served on the Governor’s bipartisan Growing Michigan Together Council (Infrastructure & Places Workgroup). In 2020-21, Ms. Duggan was a member of the Biden-Harris Transition Team on the U.S. Department of Energy Agency Review Team. In May 2020, Ms. Duggan was named a member of the Biden-Sanders Unity Task Force on Climate Change, serving as one of Biden’s five delegates alongside Gina McCarthy and Sec. John Kerry; and later co-chaired the climate change policy committee and served as a surrogate for the Biden campaign. Previously, Ms. Duggan served nearly seven years in federal public-service leadership roles, including inside the Obama-Biden White House as Deputy Director for Policy in the Office of then Vice President Joe Biden for energy, environment, climate, and distressed communities. Simultaneously, she served as Deputy Director of the Detroit Federal Working Group to support Detroit’s revitalization. Prior to the White House, Ms. Duggan held several senior roles at the DOE, including as Secretary Moniz’s embedded Liaison to the City of Detroit (where she championed a citywide LED streetlight conversion), and in the Office of Energy Efficiency & Renewable Energy as Director of Stakeholder Engagement, Director of Legislative, Regulatory & Urban Affairs, and as a Senior Policy Advisor. |

  5. Is the stockholder list available for review?

    | | After her time in federal service, Ms. Duggan co-founded the Smart Cities Lab, was a Partner with the Honorable Thomas J. Ridge’s firm, RIDGE-LANE Limited Partners, and served on the external advisory board of the University of Michigan’s Erb Institute for Global Sustainable Enterprise and was a Board Member at the Global Council for Science and the Environment. She was also briefly a Trustee of the University Liggett School. In 2018, Ms. Duggan was named to the prestigious “40 Under 40” list by Crain’s Detroit Business and their inaugural “Notable Leaders in Sustainability” lists. She previously worked at the League of Conservation Voters in Washington, D.C. Currently, Ms. Duggan serves as a senior advisor at The RockCreek Group, LP, a registered private fund adviser that manages fund of funds portfolios and direct equity trading portfolios. She also sits on the corporate board of directors at Storm Energia, a privately-held industry leading global solution company for recycling Lithium-ion battery materials, as well as the corporate advisory boards of Our Next Energy, Inc. (ONE), a privately-held energy storage solutions company; Aclima, Inc., a public benefit corporation dedicated to protecting public health, reducing climate-changing emissions, and advancing environmental justice; BlueConduit, a privately-held water analytics company that builds machine learning software to support the efficient removal of lead and other dangerous materials from communities; Walker-Miller Energy Services, L.L.C., a privately-held energy efficiency services company; Commonweal Investors, a private equity firm that invests in early-stage technology companies advancing a sustainable economy, upgrading transportation and infrastructure systems, and revitalizing the urban environment; and Arctaris Impact Investors, LLC, an investment management company that manages funds which invest in growth-oriented operating businesses and community infrastructure projects located in underserved communities, among others. Ms. Duggan attended the University of Vermont, where she completed her Bachelor of Science degree in environmental studies. Ms. Duggan also has a Master of Science degree in natural resource policy & behavior from the University of Michigan. Ms. Duggan’s career in both the government and private sectors brings valuable experience and insight into solving complex issues. Her extensive knowledge and problem-solving experiences, with an Environmental, Social and Governance (“ESG”) mindset and Diversity, Equity and Inclusion (“DEI”) core values, led the Board to conclude that she should serve as a director. | | Joseph T. Grumski, Director Age: 63 | Mr. Grumski, a director of the Company since February 2020, has served since April 2020 as the CEO of TAS Energy Inc. (“TAS”), a wholly-owned subsidiary of Comfort Systems USA, Inc. (NYSE: FIX), a publicly-held company that provides mechanical and electrical contracting services in locations throughout the United States. Mr. Grumski also served as the President of TAS Energy, Inc. from April 2020 to December 2023. Prior to the acquisition of TAS by Comfort Systems USA, Inc., Mr. Grumski served as President and CEO and a board member of TAS from May 2013 to March 2020. From 1997 to February 2013, Mr. Grumski was employed with Science Applications International Corporation (“SAIC”) (NYSE: SAIC), a publicly-held company that provides government services and information technology support. During his employment with SAIC, Mr. Grumski held various senior management positions, including the positions of President of SAIC’s Energy, Environment & Infrastructure (“E2I”) commercial subsidiary and General Manager of the E2I Business Unit. SAIC’s E2I commercial subsidiary and Business Unit is comprised of approximately 5,200 employees performing over $1.1 billion of services for federal, commercial, utility and state customers. Mr. Grumski’s many accomplishments with SAIC included growing SAIC’s $300 million federal environmental business to a top ranked, $1.1 billion business; receiving the National Safety Council “Industry Leader” award in 2009; and receiving highest senior executive performance rating three years in a row. Mr. Grumski began his career with Gulf Oil Company and has progressed through senior level engineering, operations management, and program management positions with various companies, including Westinghouse Electric Corporation and Lockheed Martin, Inc. Mr. Grumski received a B.S. in Mechanical Engineering from the University of Pittsburgh and a M.S in Mechanical Engineering from West Virginia University. |

  6. Is the stockholder list available for review?

    | | Mr. Grumski has had an extensive career in solving and overseeing solutions to complex issues involving both domestic and international concerns. In addition, his extensive experience in companies that provide services to the government sector as well as his experience in the commercial sector provide solid experience for the continuing growth of the Company’s Treatment and Services Segment. Mr. Grumski’s extensive knowledge and problem-solving experiences, executive operational leadership experience and governance experience enhance the Board’s ability to address significant challenges in the nuclear market, and led the Board to conclude that he should serve as a director. | | The Honorable Joe R. Reeder, Director Age: 76 | Mr. Reeder, a director since 2003, is a principal shareholder of the law firm of Greenberg Traurig LLP, one of the nation’s largest law firms, with 47 offices and 2,750 attorneys worldwide. Mr. Reeder served as Shareholder-in-Charge of the law firm’s Mid-Atlantic Region offices for ten years. His clientele includes celebrities, heads of state, sovereign nations, international corporations, and law firms. As the U.S. Army’s 14th Undersecretary (1993-97), he also served three years as Chairman of the Panama Canal Commission’s Board, overseeing a multibillion-dollar infrastructure program. For the past 22 years, he has served on the Canal’s International Advisory Board. He has written extensively in leading journals on corporate cybersecurity, and has served on the boards of the USO; the National Defense Industry Association (“NDIA”), chairing NDIA’s Ethics Committee; the Armed Services YMCA; the Marshall Legacy Institute; and many other private companies and charitable organizations. Mr. Reeder served as a director of ELBIT Systems of America, LLC, (2005-2020), a subsidiary of Elbit Systems Ltd. (Nasdaq: ESLT), a multi-billion-dollar provider of defense, homeland security, and commercial aviation system solutions. Mr. Reeder has also served as director of WashingtonFirst Bank, the bank subsidiary of WashingtonFirst Bankshares, Inc. (Nasdaq: WSBI), from 2004 to 2017; Sandy Spring Bancorp, Inc. (Nasdaq: SASR), from 2018 to 2020; and Trustar Bank, a Virginia state-chartered bank (2022 - present). After two successive 4-year appointments by Virginia Governors Mark Warner and Tim Kaine, Mr. Reeder served seven years as Chairman of two Commonwealth of Virginia military boards, and 10 years on the USO Board of Governors. Appointed by former Governor Terry McAuliffe to the Virginia Military Institute’s Board of Visitors (2014), he was reappointed in 2018 by former Virginia Governor Ralph Northam, with his term ending in 2022. Mr. Reeder, who has been a television commentator on legal and national security issues, is consistently named a Super Lawyer for Washington, D.C. In May 2018 he was appointed to the United States Court of Federal Claims Advisory Council Bid Protest Committee. A West Point graduate who served in the 82nd Airborne Division after Ranger School, Mr. Reeder earned his J.D. from the University of Texas, his L.L.M. from Georgetown University, and has devoted his career to resolving complex domestic and international issues. He continues to greatly enhance the Board’s ability to address major challenges in the nuclear market and day-to-day corporate and Washington D.C.- related challenges. |

  7. Is the stockholder list available for review?

    | Larry M. Shelton, Board Chairman Age: 70 | Mr. Shelton, a director since July 2006, has also held the position of Chairman of the Board of the Company since December 2014. Mr. Shelton served as the Chief Financial Officer (“CFO”) of S K Hart Management, LLC, a private investment management company (“S K Hart Management”), from 1999 until August 2018. Mr. Shelton served as President of Pony Express Land Development, Inc. (an affiliate of SK Hart Management), a privately held land development company, from January 2013 until August 2017, and has served on its board since December 2005. Mr. Shelton served as Director and CFO of S K Hart Ranches (PTY) Ltd, a private South African Company involved in agriculture, from March 2012 to March 2020. Mr. Shelton has over 20 years of experience as an executive financial officer for several waste management companies, including as CFO of Envirocare of Utah, Inc. (now EnergySolutions, Inc. (1995–1999)), a privately held nuclear waste services company, and as CFO of USPCI, Inc. (1982–1987), then a NYSE- listed public company engaged in the hazardous waste business. Since July 1989, Mr. Shelton has served on the board of Subsurface Technologies, Inc., a privately held company specializing in providing environmentally sound innovative solutions for water well rehabilitation and development. Mr. Shelton has a B.A. in accounting from the University of Oklahoma. With his years of accounting experience as CFO for various companies, including a number of waste management companies, Mr. Shelton combines extensive industry knowledge and understanding of accounting principles, financial reporting requirements, evaluating and overseeing financial reporting processes and business matters. These factors led the Board to conclude that he should serve as a director. | | The Honorable Zach P. Wamp, Director Age: 66 | Mr. Wamp, a director since January 2018, is currently the President of Zach Wamp Consulting, a position he has held since 2011. As the President and owner of Zach Wamp Consulting, he has served some of the most prominent companies from Silicon Valley to Wall Street as a business development consultant and advisor. From September 2013 to November 2017, Mr. Wamp chaired the Board of Directors for Chicago Bridge and Iron Federal Services, LLC (a subsidiary of Chicago Bridge & Iron Company, NYSE: CBI, which provides critical services primarily to the U.S. government). From January 1995 to January 2011, Mr. Wamp served as a member of the U.S. House of Representatives from Tennessee’s 3rd Congressional District. Among his many accomplishments, which included various leadership roles in the advancement of education and science, Mr. Wamp was instrumental in the formation and success of the Tennessee Valley Technology Corridor, which created thousands of jobs for Tennesseans in the areas of high-tech research, development, and manufacturing. During his career in the political arena, Mr. Wamp served on several prominent subcommittees during his 14 years on the House Appropriations Committee, including serving as a “ranking member” of the Subcommittee on Military Construction and Veterans Affairs and Related Agencies. Mr. Wamp has been a regular panelist on numerous media outlets and has been featured in a number of national publications effectively articulating sound social and economic policy. Mr. Wamp’s business career has also included work in the real estate sector for a number of years as a licensed industrial-commercial real estate broker, for which he was named Chattanooga’s Small Business Person of the Year. Mr. Wamp has an extensive career in solving and overseeing solutions to complex issues involving domestic concerns. In addition, his wide-ranging career, particularly with respect to his government-related work, provides solid experience for the continuing growth of the Company’s Treatment and Services Segments. His extensive knowledge and problem-solving expertise enhance the Board’s ability to address significant challenges in the nuclear market, and led the Board to conclude that he should serve as a director. |

  8. Is the stockholder list available for review?

    | Mark A. Zwecker, Director Age:73 | Mr. Zwecker, a director since the Company’s inception in January 1991, previously served as the CFO and a board member for JCI US Inc. from 2013 to 2019. JCI US Inc. is a telecommunications company and wholly-owned subsidiary of Japan Communications, Inc. (Tokyo Stock Exchange (Securities Code: 9424)), which provides cellular service for M2M (machine to machine) applications. From 2006 to 2013, Mr. Zwecker served as Director of Finance for Communications Security and Compliance Technologies, Inc., a wholly-owned subsidiary of JCI US Inc. that develops security software products for the mobile workforce. Mr. Zwecker has held various other senior management positions, including President of ACI Technology, LLC, a privately-held IT services provider, and Vice President of Finance and Administration for American Combustion, Inc., a privately-held combustion technology solutions provider. In 1981, with Dr. Centofanti, Mr. Zwecker co-founded a start-up, PPM, Inc., a hazardous waste management company. He remained with PPM, Inc. until its acquisition in 1985 by USPCI. Mr. Zwecker has a B.S. in Industrial and Systems Engineering from the Georgia Institute of Technology and an M.B.A. from Harvard University. As a director since our inception, Mr. Zwecker’s understanding of our business provides valuable insight to the Board. With years of experience in operations and finance for various companies, including a number of waste management companies, Mr. Zwecker combines extensive knowledge of accounting principles, financial reporting rules and regulations, the ability to evaluate financial results, and understanding of financial reporting processes. He has an extensive background in operating complex organizations. Mr. Zwecker’s experience and background position him well to serve as a member of our Board. These factors led the Board to conclude that he should serve as a director. |

  9. Is the stockholder list available for review?

    The election of each of the above nominees requires the affirmative vote of a plurality of the shares voted. For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NINE NOMINEES AS THE COMPANY’S DIRECTORS.

  10. Board Leadership Structure

    The Audit Committee was established in accordance with the requirements of the Exchange Act and the listing requirements of the Nasdaq and is governed by an Audit Committee Charter. A copy of the Audit Committee Charter is available on our website at https://ir.perma-fix.com/governance-docs. The Audit Committee has established procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission of concerns by employees of the Company regarding accounting or auditing matters. The Audit Committee has the authority to retain internal or external legal counsel and other experts in connection with performing the Audit Committee duties. The Audit Committee members during 2023 were Mark A. Zwecker (Chairperson), Joseph T. Grumski, and Larry M. Shelton. The Board of Directors has determined that each member of the Audit Committee is/was “independent,” as that term is defined for an audit committee member under the Exchange Act and Nasdaq Rule 5605(c) and is/was an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act. The Audit Committee meets at least quarterly and at such additional times as necessary or advisable. The Audit Committee held 21 meetings during 2023. Compensation and Stock Option Committee: The Compensation and Stock Option Committee (the “Compensation Committee”) reviews and recommends to the Board of Directors the compensation and benefits of all of the Company’s officers and reviews general policy matters relating to compensation and benefits of the Company’s employees. The Compensation Committee also administers the Company’s stock option plans. The Compensation Committee has the sole authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement. It also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. No compensation consultant was employed during 2023. Members of the Compensation Committee during 2023 were Joseph T. Grumski (Chairperson), Zach P. Wamp, and Mark A. Zwecker. All members of the Compensation Committee are/were “independent” as that term is defined by current Nasdaq listing standards. The Compensation Committee meets as often as may be deemed necessary or appropriate in its judgment. The Compensation Committee held four meetings during 2023. The Compensation Committee is governed by the Company’s Compensation and Stock Option Committee Charter, which is available on our website at https://ir.perma-fix.com/governance-docs. Corporate Governance and Nominating Committee: The Corporate Governance and Nominating Committee (the “Governance and Nominating Committee”) has specific responsibilities which include:

  11. Compensation of Directors

    Compensation of Directors Directors who are employees receive no additional compensation for serving on the Board or its committee(s). In 2023, the Company provided the following annual compensation to each non-employee director and the committee(s) for which he/she serves:

  12. Compensation of Directors

    | ● | a quarterly fee of $11,500; | | ● | an additional quarterly fee of $8,750 to the Chairman of the Board; | | ● | an additional quarterly fee of $6,250 to the Chairman of the Audit Committee; | | ● | an additional quarterly fee of $3,125 to the Chairman of each of the Compensation Committee, the Governance and Nominating Committee, and the Strategic Committee. The Chairman of the Board was not eligible to receive a quarterly fee for serving as the Chairman of any the aforementioned committees; | | ● | an additional $1,250 to each Audit Committee member (excluding the Chairman of the Audit Committee); | | ● | an additional quarterly fee of $500 to each member of the Compensation Committee, the Governance and Nominating Committee, and the Strategic Committee. Such fee was payable only if the member did not also serve as the Chairman of any other standing committees or as the Chairman of the Board; and | | ● | a fee of $1,000 for each in-person board meeting attended and a $500 fee for meeting attended virtually; |

  13. Compensation of Directors

    Each director may elect to have either 65% or 100% of such fees payable in Common Stock under the 2003 Outside Directors Stock Plan (“2003 Outside Directors Plan”), with the balance, if any, payable in cash. Each non-employee director was also granted a Non-Qualified Stock Option (“NQSO”) to purchase 10,000 shares of Common Stock upon reelection with vesting period of 25% per year, beginning on the first anniversary date of the grant, with each option having a 10-year term. Dr. Louis F. Centofanti, a current member of the Board, is not eligible to receive compensation for his service as a director of the Company as he is an employee of the Company. As the Company’s President and CEO, Mr. Duff, who was elected by the Company’s Board as a Board member effective April 20, 2023, also is not eligible to receive compensation for his service as a director of the Company (see “Summary Compensation” table in this section for each of Dr. Centofanti’s and Mark Duff’s annual salary and other compensation as an employee of the Company). The table below summarizes the director compensation expenses recognized by the Company for director options and stock awards (resulting from fees earned) for the year ended December 31, 2023. The terms of the 2003 Outside Directors Plan are further described below under “2003 Outside Directors Plan.”

  14. Director Compensation

    Director Compensation

  15. Director Compensation

    | Name | Fees Earned or Paid In Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | | ($) (1) | ($) (2) | ($) (4) | ($) | ($) | ($) | ($) | | Thomas P. Bostick | — | 67,994 | 64,600(3) | — | — | — | 132,594 | | Kerry C. Duggan | 18,550 | 45,930 | 64,600(3) | — | — | — | 129,080 | | Joseph T. Grumski | — | 90,003 | 64,600(3) | — | — | — | 154,603 | | Joe R. Reeder | — | 82,673 | 64,600(3) | — | — | — | 147,273 | | Larry M. Shelton | 31,850 | 78,861 | 64,600(3) | — | — | — | 175,311 | | Zach P. Wamp | 18,550 | 45,923 | 64,600(3) | — | — | — | 129,073 | | Mark A. Zwecker | 26,425 | 65,420 | 64,600(3) | — | — | — | 156,445 |

  16. Director Compensation

    | (1) Under the 2003 Outside Directors Plan, each director elects to receive 65% or 100% of the director’s fees in shares of our Common Stock. The amounts set forth above represent the portion of the director’s fees paid in cash and exclude the value of the director’s fee elected to be paid in Common Stock under the 2003 Outside Directors Plan, which values are included under “Stock Awards.” | | (2) The number of shares of Common Stock comprising stock awards granted under the 2003 Outside Directors Plan is calculated based on 75% of the closing market value of the Common Stock as reported on the Nasdaq on the business day immediately preceding the date that the quarterly fee is due. Such shares are fully vested on the date of grant. The value of the stock award is based on the market value of our Common Stock at each quarter end times the number of shares issuable under the award. The amount shown is the fair value of the Common Stock on the date of the award. | | (3) Reflects options granted under the Company’s 2003 Outside Directors Plan resulting from re-election to the Board on July 20, 2023. Options are for a 10-year period with an exercise price of $9.81 per share and vest 25% per year, beginning on the first anniversary date of the grant. The value of the option award for each outside director is calculated based on the fair value of the option per share (approximately $6.46) on grant date times the number of options granted, which was 10,000 for each director, pursuant to Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation.” | | (4) The following table reflects the aggregate number of outstanding NQSOs held by the Company’s directors at December 31, 2023. As an employee of the Company or its subsidiaries, neither Dr. Centofanti nor Mark Duff is eligible to participate in the 2003 Outside Directors Plan. Options reflected below for each of Dr. Centofanti and Mark Duff were granted from the 2017 Stock Option Plan: |

  17. Director Compensation

    | | Options Outstanding at | | Name | December 31, 2023 | | Dr. Louis Centofanti | 65,000 | | Thomas P. Bostick | 36,000 | | Mark J. Duff | 145,000 | | Kerry C. Duggan | 36,000 | | Joseph T. Grumski | 38,400 | | Joe R. Reeder | 30,000 | | Larry M. Shelton | 46,800 | | Zach P. Wamp | 43,200 | | Mark A. Zwecker | 46,800 | | Total | 487,200 |

  18. 2003 Outside Directors Plan

    2003 Outside Directors Plan We believe that it is important for our directors to have a personal interest in our success and growth and for their interests to be aligned with those of our stockholders; therefore, under our 2003 Outside Directors Plan, each outside director is granted a 10-year NQSO to purchase up to 20,000 shares of Common Stock on the date such director is initially elected to the Board, and receives on each re-election date a NQSO to purchase up to another 10,000 shares of our Common Stock, with the exercise price being the fair market value of the Common Stock preceding the option grant date. Common Stock shares subject to option granted vest at 25% per year, beginning on the first anniversary date of the grant and no option shall be exercisable after the expiration of ten years from the date the option is granted. As of December 31, 2023, options to purchase 300,000 shares of Common Stock were outstanding under the 2003 Outside Directors Plan, of which 142,500 were vested. As a member of the Board, each director may elect to receive either 65% or 100% of his or her director’s fee in shares of our Common Stock. The number of shares received by each director is calculated based on 75% of the fair market value of the Common Stock determined on the business day immediately preceding the date that the quarterly fee is due. The balance of each director’s fee, if any, is payable in cash. In 2023, fees earned by our outside directors totaled approximately $572,000. In the event of a “change of control” (as defined in the 2003 Outside Directors Plan) or by reason of the director’s death or Disability (as defined), each outstanding stock option and stock award shall immediately become exercisable in full notwithstanding the vesting or exercise provisions contained in the stock option agreement.

  19. Summary Compensation

    | Name and Principal Position | Year | Salary | Bonus | Option Awards | Non- Equity Incentive Plan Compensation | All other Compensation | Total Compensation | | | | ($) | ($) | ($) (3) | ($) (4) | ($) (5) | ($) | | Mark Duff | 2023 | 382,367 | — | 140,840 | 187,435 | 37,453 | 748,095 | | President and CEO | 2022 | 374,870 | — | — | — | 41,270 | 416,140 | | | 2021 | 350,341 | — | 175,518 | — | 37,121 | 562,980 | | Ben Naccarato | 2023 | 310,867 | — | 80,480 | 152,386 | 51,744 | 595,477 | | EVP and CFO | 2022 | 304,772 | — | — | — | 51,484 | 356,256 | | | 2021 | 284,830 | — | 87,759 | — | 45,440 | 418,029 | | Dr. Louis Centofanti | 2023 | 259,060 | — | 60,360 | 126,990 | 39,015 | 485,425 | | EVP of Strategic Initiatives | 2022 | 253,980 | — | — | — | 38,776 | 292,756 | | | 2021 | 237,361 | — | 70,207 | — | 35,836 | 343,404 | | Andy Lombardo (1) | 2023 | 310,867 | 50,000(2) | 60,360 | 152,386 | 16,212 | 589,825 | | EVP of Nuclear & Technical Services | 2022 | 304,772 | — | — | — | 15,088 | 319,860 | | | 2021 | 284,830 | — | 87,759 | — | 15,500 | 388,089 | | Richard Grondin | 2023 | 266,458 | — | 60,360 | 130,617 | 40,890 | 498,325 | | EVP of Waste Treatment Operations | 2022 | 261,233 | — | — | — | 38,240 | 299,473 | | | 2021 | 244,140 | — | 87,759 | — | 33,943 | 365,842 |

  20. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.

  21. Pay Versus Performance Table

    | Year | Summary Compensation Table (SCT) Total for Principal Executive Officer (PEO)(1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (TSR) (5) | Net income (loss) (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $748,095 | $999,730 | $542,263 | $661,212 | $132 | $485,000 | | 2022 | $416,140 | $276,985 | $317,086 | $250,745 | $59 | $(3,816,000) | | 2021 | $562,980 | $526,242 | $378,841 | $364,503 | $106 | $671,000 |

  22. Pay Versus Performance Table

    | (1) Reflect amount for Mark Duff, President and CEO for each corresponding year in the “Total Compensation” column of the Summary Compensation Table above. | | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Duff, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Duff during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Duff’s total compensation for each year to determine the “compensation actually paid” under Item 402(v) of Regulation S-K: |

  23. Pay Versus Performance Table

    | | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | Year | ($) | ($) | ($) | ($) | | 2023 | $748,095 | $(140,840) | $392,475 | $999,730 | | 2022 | $416,140 | $- | $(139,155) | $276,985 | | 2021 | $562,980 | $(175,518) | $138,780 | $526,242 |

  24. Pay Versus Performance Table

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable year. |

  25. Pay Versus Performance Table

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (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; and (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. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  26. Pay Versus Performance Table

    | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Award Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | $245,070 | $101,015 | $- | $46,390 | $- | $- | $392,475 | | 2022 | $- | $(99,870) | $- | $(39,285) | $- | $- | $(139,155) | | 2021 | $147,050 | $(3,860) | $- | $(4,410) | $- | $- | $138,780 |

  27. Pay Versus Performance Table

    | (3) Reflect the average of the amounts reported for the Company’s NEO as a group (excluding Mr. Duff) in the “Total Compensation” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Duff) included for purposes of calculating the average amounts in each applicable year were Ben Naccarato, CFO; Dr. Louis Centofanti, EVP of Strategic Initiatives; Andy Lombardo, EVP of Nuclear and Technical Services; and Richard Grondin, EVP of Waste Treatment Operations. | | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Duff), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to NEOs as a group (excluding Mr. Duff) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Duff) for each year to determine the compensation actually paid, using the same methodology described in Note (2): |

  28. Pay Versus Performance Table

    | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs | | Year | ($) | ($) | ($) | ($) | | 2023 | $542,263 | $(65,390) | $184,339 | $661,212 | | 2022 | $317,086 | $- | $(66,341) | $250,745 | | 2021 | $378,841 | $(83,371) | $69,033 | $364,503 |

  29. Pay Versus Performance Table

    | (a) The amount deduced or added in calculating the total average equity adjustments are as follows: |

  30. Pay Versus Performance Table

    | | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Award Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Year over Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year | Average End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Total Equity Award Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | $113,783 | $48,478 | $- | $22,078 | $- | $- | $184,339 | | 2022 | $- | $(48,134) | $- | $(18,207) | $- | $- | $(66,341) | | 2021 | $69,849 | $(1,127) | $- | $311 | $- | $- | $69,033 |

  31. Pay Versus Performance Table

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends (which is none for the Company) for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. | | (6) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |

  32. Pay Versus Performance Table

    All information provided in the “Pay Versus Performance” table above and the related disclosures will not be deemed to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

  33. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth unexercised options held by the NEOs as of the fiscal year-end.

  34. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023

  35. Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options (#) (1) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Mark Duff | 20,000(2) | 5,000(2) | | 3.150 | 1/17/2025 | | | 20,000(3) | 30,000(3) | | 7.005 | 10/14/2027 | | | —(4) | 70,000(4) | | 3.950 | 1/19/2029 | | Ben Naccarato | 12,000(2) | 3,000(2) | | 3.150 | 1/17/2025 | | | 10,000(3) | 15,000(3) | | 7.005 | 10/14/2027 | | | —(4) | 40,000(4) | | 3.950 | 1/19/2029 | | Dr. Louis Centofanti | 12,000(2) | 3,000(2) | | 3.150 | 1/17/2025 | | | 8,000(3) | 12,000(3) | | 7.005 | 10/14/2027 | | | —(4) | 30,000(4) | | 3.950 | 1/19/2029 | | Andy Lombardo | 6,000(2) | 2,000(2) | | 3.150 | 1/17/2025 | | | 10,000(3) | 15,000(3) | | 7.005 | 10/14/2027 | | | —(4) | 30,000(4) | | 3.950 | 1/19/2029 | | Richard Grondin | —(2) | 2,000(2)(5) | | 3.150 | 1/17/2025 | | | 10,000(3)(6) | 15,000(3) | | 7.005 | 10/14/2027 | | | —(4) | 30,000(4)(7) | | 3.950 | 1/19/2029 |

  36. Outstanding Equity Awards at December 31, 2023

    | (1) Pursuant to each of the employment agreements between the Company and, respectively, Mark Duff, Ben Naccarato, Dr. Louis Centofanti, Andy Lombardo, and Richard Grondin, each dated April 20, 2023, in the event of a change in control, death of the executive officer, the executive officer terminates his employment for “good reason” or the executive officer is terminated by the Company without cause, each outstanding option and award shall immediately become exercisable in full (see “Employment Agreements” below for further discussion of the events pursuant to which accelerated exercise of the respective NEO’s outstanding options can arise). | | (2) Incentive stock option granted on January 17, 2019 under the Company’s 2017 Stock Option Plan. The option has a contractual term of six years with one-fifth yearly vesting over a five-year period. | | (3) Incentive stock option granted on October 14, 2021 under the Company’s 2017 Stock Option Plan. The option has a contractual term of six years with one-fifth yearly vesting over a five-year period. | | (4) Incentive stock option granted on January 19, 2023 under the Company’s 2017 Stock Option Plan. The option has a contractual term of six years with one-fifth yearly vesting over a five-year period. | | (5) On March 26, 2024, Mr. Grondin exercised the remaining ISO (which became vested on January 17, 2024) for the purchase of 2,000 shares (Option Shares) of the Company’s Common Stock at $3.15 per share. As permitted by the 2017 Stock Option Plan, Mr. Grondin elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $6,300. Since the fair market value of the Company’s Common Stock on March 26, 2024, (as determined in accordance with the 2017 Stock Option Plan) was $11.57 per share, the Company withheld 545 shares of Common Stock ($6.300 divided by $11.57) to pay the aggregate exercise price of the option and issued 1,455 shares to Mr. Grondin. |

  37. Outstanding Equity Awards at December 31, 2023

    | (6) On March 26, 2024, Mr. Grondin exercised the vested portion of the ISO for the purchase of 10,000 shares (Option Shares) of the Company’s Common Stock at $7.005 per share. As permitted by the 2017 Stock Option Plan, Mr. Grondin elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $70,050. Since the fair market value of the Company’s Common Stock on March 26, 2024, (as determined in accordance with the 2017 Stock Option Plan) was $11.57 per share, the Company withheld 6,054 shares of Common Stock ($70,050 divided by $11.57) to pay the aggregate exercise price of the option and issued 3,946 shares to Mr. Grondin. | | (7) On March 26, 2024, Mr. Grondin exercised the ISO for the purchase of 6,000 shares (Option Shares) of the Company’s Common Stock at $3.95 per share that became vested on January 19, 2024. As permitted by the 2017 Stock Option Plan, Mr. Grondin elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $23,700. Since the fair market value of the Company’s Common Stock on March 26, 2024, (as determined in accordance with the 2017 Stock Option Plan) was $11.57 per share, the Company withheld 2,048 shares of Common Stock ($23,700 divided by $11.57) to pay the aggregate exercise price of the option and issued 3,952 shares to Mr. Grondin. |

  38. Option Exercises

    Option Exercises The table below reflects options exercised by our NEO in 2023:

  39. Option Exercises

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Mark Duff | 66,968(1) | $740,000(1) | | Ben Naccarato | 33,484(2) | $370,000(2) | | Louis Centofanti | 33,484(3) | $370,000(3) | | Andy Lombardo | 8,398(4) | $100,740(4) | | Richard Grondin | 12,882(5) | $130,300(5) | | | 5,509(6) | $55,720(6) |

  40. Option Exercises

    | (1) On May 22, 2023, Mr. Duff exercised 100% of his ISO granted to him on July 27, 2017 under the Company’s 2017 Stock Option Plan for the purchase of up to 100,000 shares (Option Shares) of the Company’s Common Stock at $3.65 per share. As permitted by the 2017 Stock Option Plan, Mr. Duff elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $365,000. Since the fair market value of the Company’s Common Stock on May 22, 2023, (as determined in accordance with the 2017 Stock Option Plan) was $11.05 per share, the Company withheld 33,032 shares of Common Stock ($365,000 divided by $11.05) to pay the aggregate exercise price for the Option Shares and issued 66,968 shares to Mr. Duff. Realized value on this exercise was determined based on the difference between the (a) exercise price ($3.65) per share of the Option Shares multiplied by the 100,000 Option Shares exercised, and (b) the market value ($11.05) on the date of exercise of the Option Shares times the 100,000 Option Shares exercised. | | (2) On May 22, 2023, Mr. Naccarato exercised 100% of his ISO granted to him on July 27, 2017 under the Company’s 2017 Stock Plan for the purchase of up to 50,000 shares (Option Shares) of the Company’s Common Stock at $3.65 per share. As permitted by the 2017 Stock Option Plan, Mr. Naccarato elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $182,500. Since the fair market value of the Company’s Common Stock on May 22, 2023, (as determined in accordance with the 2017 Stock Option Plan) was $11.05 per share, the Company withheld 16,516 shares of Common Stock ($182,500 divided by $11.05) to pay the aggregate exercise price for the Option Shares and issued 33,484 shares to Mr. Naccarato. Realized value on this exercise was determined based on the difference between the (a) exercise price ($3.65) per share of the Option Shares multiplied by the 50,000 Option Shares exercised, and (b) the market value ($11.05) on the date of exercise of the Option Shares times the 50,000 Option Shares exercised. | | (3) On May 22, 2023, Dr. Louis Centofanti exercised 100% of his ISO granted to him on July 27, 2017 under the Company’s 2017 Stock Plan for the purchase of up to 50,000 shares (Option Shares) of the Company’s Common Stock at $3.65 per share. As permitted by the 2017 Stock Option Plan, Dr. Centofanti elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $182,500. Since the fair market value of the Company’s Common Stock on May 22, 2023, (as determined in accordance with the 2017 Stock Option Plan) was $11.05 per share, the Company withheld 16,516 shares of Common Stock ($182,500 divided by $11.05) to pay the aggregate exercise price for the Option Shares and issued 33,484 shares to Dr. Centofanti. Realized value on this exercise was determined based on the difference between the (a) exercise price ($3.65) per share of the Option Shares multiplied by the 50,000 Option Shares exercised, and (b) the market value ($11.05) on the date of exercise of the Option Shares times the 50,000 Option Shares exercised. |

  41. Option Exercises

    | (4) On March 28, 2023, Mr. Lombardo exercised 100% of his remaining ISO granted to him on October 19, 2017 under the Company’s 2017 Stock plan for the purchase of up to 12,000 shares (Option shares) of the Company’s Common Stock at $3.60 per share. As permitted by the 2017 Stock Option Plan, Mr. Lombardo elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $43,200. Since the fair market value of the Company’s Common Stock on March 28, 2023, (as determined in accordance with the 2017 Stock Option Plan) was $11.995 per share, the Company withheld 3,602 shares of Common Stock ($43,200 divided by $11.995) to pay the aggregate exercise price for the Option Shares and issued 8,398 shares to Mr. Lombardo. Realized value on this exercise was determined based on the difference between the (a) exercise price ($3.60) per share of the Option Shares multiplied by the 12,000 Option Shares exercised, and (b) the market value ($11.995) on the date of exercise of the Option Shares times the 12,000 Option Shares exercised. | | (5) On October 2, 2023, Mr. Grondin exercised 100% of an ISO granted to him on October 19, 2017 under the Company’s 2017 Stock Option Plan for the purchase of up to 20,000 shares (Option Shares) of the Company’s Common Stock at $3.60 per share. As permitted by the 2017 Stock Option Plan, Mr. Grondin elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $72,000. Since the fair market value of the Company’s Common Stock on October 2, 2023, (as determined in accordance with the 2017 Stock Option Plan) was $10.115 per share, the Company withheld 7,118 shares of Common Stock ($72,000 divided by $10.115) to pay the aggregate exercise price of the option and issued 12,882 shares to Mr. Grondin. Realized value on this exercise was determined based on the difference between the (a) exercise price ($3.60) per share of the Option Shares multiplied by the 20,000 Option Shares exercised, and (b) the market value ($10.115) on the date of exercise of the Option Shares times the 20,000 Option Shares exercised. | | (6) On October 2, 2023, Mr. Grondin exercised the vested portion of an ISO granted to him on January 17, 2019 under the Company’s 2017 Stock Option Plan for the purchase of 8,000 shares (Option Shares) of the Company’s Common Stock at $3.15 per share. As permitted by the 2017 Stock Option Plan, Mr. Grondin elected to pay the exercise price of the Option Shares by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price of $25,200. Since the fair market value of the Company’s Common Stock on October 2, 2023, (as determined in accordance with the 2017 Stock Option Plan) was $10.115 per share, the Company withheld 2,491 shares of Common Stock ($25,200 divided by $10.115) to pay the aggregate exercise price of the option and issued 5,509 shares to Mr. Grondin. Realized value on this exercise was determined based on the difference between the (a) exercise price ($3.15) per share of the Option Shares multiplied by the 8,000 Option Shares exercised, and (b) the market value ($10.115) on the date of exercise of the Option Shares times the 8,000 Option Shares exercised. |

  42. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table sets forth the potential (estimated) payments and benefits to which each NEO would have been entitled upon termination of employment by the NEO for “good reason” or by the Company “without cause,” or following a Change in Control of the Company, as specified under each of their respective employment agreements dated April 20, 2023, assuming each circumstance described below occurred on December 31, 2023, the last day of our most recent fiscal year. Such potential payments included any Accrued Amounts (accrued base salary earned for 2023 but paid in 2024, as well as accrued unused vacation/sick time and other vested benefits under the Company plans in which he participated).The NEO is not entitled to payment of any benefits upon termination for cause or resignation without good reason other than for Accrued Amounts.

  43. Potential Payments Upon Termination or Change in Control

    | Name and Principal Position Potential Payment/Benefit | By Executive for Good Reason or by Company Without Cause | Change in Control of the Company | | Mark Duff | | | | President and CEO | | | | Base salary and Accrued Amounts | $791,176(1) | $791,176(1) | | Performance compensation | $374,870(2) | $374,870(2) | | Stock Options | $435,650(3) | $435,650(3) | | Cash Medical Benefit Cotinuation | $32,814(4) | $32,814(4) | | Ben Naccarato | | | | EVP and CFO | | | | Base salary and Accrued Amounts | $682,857(1) | $682,857(1) | | Performance compensation | $304,772(2) | $304,772(2) | | Stock Options | $249,225(3) | $249,225(3) | | Cash Medical Benefit Cotinuation | $54,144(4) | $54,144(4) | | Dr. Louis Centofanti | | | | EVP of Strategic Initiatives | | | | Base salary and Accrued Amounts | $674,187(1) | $674,187(1) | | Performance compensation | $253,980(2) | $253,980(2) | | Stock Options | $205,700(3) | $205,700(3) | | Cash Medical Benefit Cotinuation | $37,415(4) | $37,415(4) | | Andy Lombardo | | | | EVP of Nuclear and Technical Services | | | | Base salary and Accrued Amounts | $652,427(1) | $652,427(1) | | Performance compensation | $304,772(2) | $304,772(2) | | Stock Options | $176,985(3) | $176,985(3) | | Cash Medical Benefit Cotinuation | $—(4) | $—(4) | | Richard Grondin | | | | EVP of Waste Treatment Operations | | | | Base salary and Accrued Amounts | $626,791(1) | $626,791(1) | | Performance compensation | $261,234(2) | $261,234(2) | | Stock Options | $148,665(3) | $148,665(3) | | Cash Medical Benefit Cotinuation | $37,415(4) | $37,415(4) |

  44. Potential Payments Upon Termination or Change in Control

    | (1) Represents two times the base salary of the executive officer at December 31, 2023, plus “Accrued Amounts.” | | (2) Represents two times the performance compensation earned for fiscal year 2023 (see “2023 MIPs” below). | | (3) Benefit is calculated based on the difference between the exercise price of each option and the market value of the Company’s Common Stock per share (as reported on the Nasdaq) at December 31, 2023 times the number of options outstanding at December 31, 2023. Benefit excludes options which were out-of-the-money at December 31, 2023. | | (4) Represents a lump-sum payment equal to eighteen times the monthly premium that would be required to be paid to continue group health coverage for the executive officer’s eligible covered dependents in effect on the date of the executive officer’s termination of employment as defined in the employment agreement, |