DEF 14A of Perma Fix Environmental Services Inc
Filed Jun 12, 2026 · FY20250001493152-26-028364
GLOSSARY OF SELECTED TERMS AND ACRONYMS
| ASC | Accounting Standards Codification | | Board of Directors or Board | Board of Directors of Perma-Fix Environmental Services, Inc. | | Bylaws | Perma-Fix Environmental Services, Inc.’s Second Amended and Restated Bylaws adopted on, and effective as of March 29, 2012, as amended by the First Amendment adopted October 4, 2013; the Second Amendment adopted July 28, 2016; the Third Amendment adopted January 21, 2021; the Fourth Amendment adopted April 20, 2023; and Fifth Amendment adopted November 13, 2025 | | CEO | Chief Executive Officer | | CFO | Chief Financial Officer | | COBRA | Consolidated Omnibus Budget Reconciliation Act of 1985, as amended | | Common Stock | Common stock, par value $.001 of Perma-Fix Environmental Services, Inc. | | Compensation Committee | Compensation and Stock Option Committee of the Board of Directors of Perma-Fix Environmental Services, Inc. | | COO | Chief Operating Officer | | DGCL | Delaware General Corporation Law | | EBITDA | Earnings Before Interest, Taxes, Depreciation and Amortization, a non U.S. GAAP financial measurement | | EVP | Executive Vice President | | Exchange Act | Securities Exchange Act of 1934, as amended | | ISO | Incentive Stock Option | | Meeting | 2026 Annual Meeting of Stockholders of Perma-Fix Environmental Services, Inc. | | MIP(s) | Management Incentive Plans | | Governance and Nominating Committee | Corporate Governance and Nominating Committee of the Board of Directors of Perma-Fix Environmental Services, Inc. | | NEO(s) | Named Executive Officers of Perma-Fix Environmental Services, Inc. which consist of: (i) President and Chief Executive Officer, (ii) CFO, EVP, and Secretary, (iii) Executive Vice President of Strategic Initiatives, (iv) EVP of Hanford and International Waste Operations, and (v) COO | | NQSO | Non-Qualified Stock Option | | NYSE | New York Stock Exchange | | NQSO | Non-Qualified Stock Option | | PFAS | Per- and polyfluoroalkyl substances, a group of thousands of synthetic “forever chemicals” manufactured since the 1940s that resist heat, water, stains, and grease. They are found in non-stick cookware, stain-resistant fabrics, food packaging, and firefighting foam, and they persist in the environment and human body, posing significant, long-term health risks | | Record Date | May 28, 2026, the date established for determining stockholders of Perma-Fix Environmental Services, Inc. entitled to receive notice of and to vote at its 2026 Annual Meeting of Stockholders | | SEC | U.S. Securities and Exchange Commission | | U.S. GAAP | Accounting principles generally accepted in the United States of America | | WCLTA | Worker’s Compensation Lost Time Accidents |
What vote is required to approve the proposals being considered?
What vote is required to approve the proposals being considered? The Company’s Bylaws provide that, at every meeting of stockholders duly called and held at which a quorum is present, in addition to any vote or other action that may be expressly required by law, the Company’s Certificate of Incorporation, its Bylaws, or the rules or regulations of any stock exchange applicable to the Company, (i) for all matters other than the election of Directors, a majority of the votes that could be cast at the meeting upon a given proposal is required to approve such proposal; and (ii) for the election of Directors, a plurality of the votes that could be cast at the meeting upon the election is required, as explained in greater detail below: Proposal 1. Election of Directors. Directors will be elected by a plurality of the votes that could be cast at the Meeting upon the election, meaning that the nine nominees receiving the highest number of “FOR” votes will be elected. As a result, any shares not cast as votes (including as a result of an abstention, votes withheld, or a “broker non-vote”) will have no effect on the outcome of the election. See “What constitutes a quorum—Effect of Abstentions,” and “Effect of Broker Non-Votes,” below. Proposal 2. Ratification of the appointment of the Company’s independent registered public accounting firm. The ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm requires the affirmative vote of a majority of the votes that could be cast at the Meeting on the proposal. Please note that abstentions are shares present and, thus, will have the same effect as a vote “AGAINST” the proposal. However, because Proposal 2 is considered a “routine” matter under the rules of the NYSE governing whether member brokers may exercise discretionary authority to vote shares as to which the beneficial owner has not provided voting instructions, brokers may vote uninstructed shares on this item, and such shares may be voted on this proposal. As such, no broker non-votes are expected in connection with this proposal. See “What constitutes a quorum—Effect of Broker Non-Votes,” below. Proposal 3. Approval, on an advisory basis, of the 2025 compensation of the Company’s named executive officers. The approval, on an advisory basis, of the 2025 compensation of our named executive officers requires the affirmative vote of a majority of the votes that could be cast at the Meeting on the proposal. Please note that abstentions are shares present and thus will have the same effect as a vote “AGAINST” the proposal. With respect to broker non-votes, because Proposal 3 is considered a “non-routine” item under the rules of the NYSE, discussed below, brokers and other nominees who are members of the NYSE may not vote uninstructed shares on Proposal 3, and such shares will not be considered votes that could be cast on such proposal. See “What constitutes a quorum—Effect of Broker Non-Votes,” below. While the Board of Directors intends to carefully consider the stockholder vote resulting from this proposal, the final vote will not be binding and is advisory in nature. Proposal 4. Approval of the Second Amendment to the Company’s 2017 Stock Option Plan. The approval of the Second Amendment to the Company’s 2017 Stock Option Plan requires the affirmative vote of a majority of the votes that could be cast at the Meeting on the proposal. Please note that abstentions are shares present and thus will have the same effect as a vote “AGAINST” the proposal. With respect to broker non-votes, because Proposal 4 is considered a “non-routine” item under the rules of the NYSE, discussed below, brokers and other nominees who are members of the NYSE may not vote uninstructed shares on Proposal 4, and such shares will not be considered votes that could be cast on such proposal. See “What constitutes a quorum—Effect of Broker Non-Votes,” below. Proposal 5. Approval of the Sixth Amendment to the Company’s 2003 Outside Directors Stock Plan. The approval of the Sixth Amendment to the Company’s 2003 Outside Directors Stock Plan requires the affirmative vote of a majority of the votes that could be cast at the Meeting on the proposal. Please note that abstentions are shares present and thus will have the same effect as a vote “AGAINST” the proposal. With respect to broker non-votes, because Proposal 5 is considered a “non-routine” item under the rules of the NYSE, discussed below, brokers and other nominees who are members of the NYSE may not vote uninstructed shares on Proposal 5, and such shares will not be considered votes that could be cast on such proposal. See “What constitutes a quorum—Effect of Broker Non-Votes,” below.
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| Lieutenant General (LTG) (U.S. Army Ret.) Thomas P. Bostick, Director Age: 69 | LTG (ret.) Bostick, a director since August 2020, is currently the 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, former 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 has successfully executed. 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 continued to serve as a board member of CSX Corporation (Nasdaq: CSX), a publicly-held rail transportation company. Since December 2020, he has continued to serve as a member of CSX Corporation’s Governance and Sustainability Committee. From December 2020 to May 2025, he also served as a member of its Finance Committee, and in May 2025, he began serving as a member of CSX Corporation’s Compensation and Talent Management Committee. Since June 2021, LTG (ret.) Bostick has continued to serve 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. 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. |
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| Mark J. Duff, Director Age 63 | 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 and modernize and broaden treatment capabilities to meet the changing markets associated with the waste management industry. This growth includes expanding into international and additional market sectors, including development of new clients in the commercial power and oil and gas industries, and advancing new technology to treat PFAS (“Per- and polyfluoroalkyl substances”). 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 40 years of management and technical experience in the U.S. Department of Energy (“DOE”) and the U.S. Department of War environmental and construction markets as, variously, 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: 47 | Ms. Duggan has served as a director of the Company since May 2021. She is a nationally recognized policy leader, strategist, corporate board director, and highly sought-after global speaker. In 2017, Ms. Duggan founded SustainabiliD, which rebranded in January 2025 to Energy Security Partners (ESP), a global strategic advisory firm headquartered in Detroit’s Newlab. As Founder and CEO, she counsels multinational corporations, investors, universities, and public-sector leaders on the intersection of energy, security, and economic development, delivering pragmatic, place-based solutions that reduce risk and enhance resilience. In her previous government experience, Ms. Duggan played a key role in shaping national policy as climate and energy advisor to then-Vice President Joe Biden and Deputy Director of President Obama’s Detroit Task Force. She later served as a delegate to the Biden-Sanders Unity Task Force, on the Biden-Harris Transition Team, and was appointed to the Secretary of Energy Advisory Board (“SEAB”) under Secretary Jennifer Granholm. Previously, at the DOE, she held senior leadership roles, including Liaison to the City of Detroit under Secretary Ernest Moniz, Director of Legislative, Regulatory, and Urban Affairs, and Stakeholder Engagement Director for the Office of Energy Efficiency & Renewable Energy (“EERE”). She is a three-time appointee of Michigan Governor Gretchen Whitmer to the Michigan Council on Climate Solutions (recently reappointed in August 2025), served on the bipartisan Growing Michigan Together Council’s Infrastructure & Place Working Group, and was appointed to the inaugural Detroit Women’s Commission by former Detroit Mayor Mike Duggan (no relation). Beyond government, Ms. Duggan was a Partner with the Honorable Thomas J. Ridge’s firm and is on faculty at the University of Michigan, where she founded both the School for Environmental and Sustainability (“SEAS”) Clinic in Detroit and the Michigan Business Sustainability Network. She previously 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. In 2018, Ms. Duggan was named to the prestigious “40 Under 40” list by Crain’s Detroit Business and was later named to their inaugural “Notable Leaders in Sustainability” list. She is also an angel investor, film executive producer, and was a U.S. State Department speaker. |
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| | Since 2024, Ms. Duggan has been a member of the board of directors at BlueGreen Water Technologies, a privately-held company leading the charge in helping preserve and promote health and safety of water bodies worldwide. She also serves on the advisory boards for a number of privately-held companies and funds addressing environmental, energy, and climate challenges, including Our Next Energy, Inc. (“ONE”), Aclima, Inc., BlueConduit, Commonweal Ventures, Arctaris Impact Investors, Vesta, B1OS, and Zero Circle, 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 led the Board to conclude that she should serve as a director. | | Joseph T. Grumski, Director Age: 65 | 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. Mr. Grumski’s accomplishments with SAIC included growing SAIC’s $300 million federal environmental business to a top ranked, $1.1 billion business. Mr. Grumski began his career with Gulf Oil Company and progressed through senior level engineering, operations management, and program management positions with various other 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. 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. |
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| The Honorable Joe R. Reeder, Director Age: 78 | Mr. Reeder, a director since 2003, is a principal shareholder of the law firm of Greenberg Traurig LLP, one of the world’s largest law firms, with 51 offices and over 3,000 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 23 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. He 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 has been a television commentator on legal and national security issues, is consistently named a Super Lawyer for Washington, D.C., and has served six years after his appointment in 2018 to the U.S. 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, and his L.L.M. from Georgetown University. He has devoted his career to resolving complex domestic and international issues and continues to enhance the Board in addressing major challenges in the nuclear market and day-to-day corporate and Washington D.C.- related challenges. Mr. Reeder’s unique background in law, business, and the highest levels of government led the Board to conclude that he should serve as a director. | | Larry M. Shelton, Board Chairman Age: 72 | 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 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 of 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. |
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| The Honorable Zach P. Wamp, Director Age: 68 | 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. | | Mark A. Zwecker, Director Age:75 | Mr. Zwecker, a director since the Company’s inception in January 1991, previously served as the CFO and a board member of 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 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. |
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 2025 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). Additionally, our Board has also determined that all members of our Audit Committee are “audit committee financial experts” 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 14 meetings during 2025. 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 2025. Members of the Compensation Committee during 2025 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 2025. 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:
Compensation of Directors
Compensation of Directors Directors who are employees receive no additional compensation for serving on the Board or its committee(s). In 2025, the Company provided the following annual compensation to each non-employee director and the committee(s) for which he/she serves:
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 $500 fee for meeting attended virtually. |
Compensation of Directors
Each director may elect to have either 65% or 100% of such fees payable in Common Stock under the 2003 Outside Directors Stock Plan, with the balance, if any, payable in cash. Each non-employee director was also granted an NQSO to purchase 10,000 shares of Common Stock upon reelection with vesting period of 25% per year, beginning on the first anniversary date of the grant, with each option having a 10-year term. As an executive officer of the Company, each Dr. Louis Centofanti and Mark Duff, is not eligible to receive compensation for his respective service as a director of the Company (See “Executive Compensation,” - “Summary Compensation” table for each of Dr. Centofanti’s and Mark Duff’s annual salary and other compensation as an employee of the Company). The table below summarizes compensation expenses recognized by the Company for director options and stock awards (resulting from fees earned) for the year ended December 31, 2025. The terms of the 2003 Outside Directors Stock Plan are further described below under “2003 Outside Directors Stock Plan.”
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned or Paid In Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | | ($) (1) | ($) (2) | ($) (4) | ($) | ($) | ($) | ($) | | Thomas P. Bostick | — | 67,334 | 86,100(3) | — | — | — | 153,434 | | Kerry C. Duggan | 18,725 | 46,359 | 86,100(3) | — | — | — | 151,184 | | Joseph T. Grumski | — | 91,334 | 86,100(3) | — | — | — | 177,434 | | Joe R. Reeder | — | 81,335 | 86,100(3) | — | — | — | 167,435 | | Larry M. Shelton | 31,675 | 78,438 | 86,100(3) | — | — | — | 196,213 | | Zach P. Wamp | 19,425 | 48,094 | 86,100(3) | — | — | — | 153,619 | | Mark A. Zwecker | 26,600 | 65,866 | 86,100(3) | — | — | — | 178,566 |
Director Compensation
| (1) Under the 2003 Outside Directors Stock 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 Stock 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 Stock 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 Stock Plan resulting from re-election to the Board on July 24, 2025. Options are for a 10-year period with an exercise price of $12.23 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 $8.61) on grant date times the number of options granted, which was 10,000 for each director, pursuant to ASC 718, “Compensation – Stock Compensation.”. |
Director Compensation
| (4) The following table reflects the aggregate number of outstanding NQSOs held by the Company’s directors as of December 31, 2025. As an employee of the Company or its subsidiaries, neither Dr. Centofanti nor Mark Duff is eligible to participate in the 2003 Outside Directors Stock Plan. Options reflected below for each of Dr. Centofanti and Mark Duff were granted from the Company’s 2017 Stock Option Plan: |
Director Compensation
| | Options Outstanding at | | Name | December 31, 2025 | | Dr. Louis Centofanti | 50,000 | | Thomas P. Bostick | 56,000 | | Mark J. Duff | 120,000 | | Kerry C. Duggan | 56,000 | | Joseph T. Grumski | 58,400 | | Joe R. Reeder | 42,500 | | Larry M. Shelton | 62,000 | | Zach P. Wamp | 63,200 | | Mark A. Zwecker | 62,000 | | Total | 570,100 |
2003 Outside Directors Stock Plan
2003 Outside Directors Stock 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 Stock Plan, each outside director is granted an 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 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 the event of a “change of control” (as defined in the 2003 Outside Directors Stock 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.
Mr. Troy Eshleman
Mr. Troy Eshleman Mr. Troy Eshleman was appointed to the position of COO by the Company’s Board effective January 23, 2025. Mr. Troy Eshleman was originally hired by the Company on January 6, 2025 as Vice President of Operations. Mr. Eshleman has more than 35 years’ experience in radioactive waste management facility operations, environmental remediation, hazardous and radioactive material logistics, and facility decommissioning. Mr. Eshleman specializes in commissioning commercially viable solutions to radioactive waste challenges and improving facility operational performance. Prior to joining the Company, Mr. Eshleman founded in 2019 and served until 2024 as the President of Oakleaf Environmental, Inc., a consulting firm specializing in mergers and acquisitions, business strategy and integration, and technical support to a variety of private equity and commercial clients, as well as the U.S. Department of Energy, and Naval Reactors, the U.S. government office that has comprehensive responsibility for the safe and reliable operation of the United States Nav’s nuclear reactors. Mr. Eshleman was previously employed by EnergySolutions, Inc., a privately-held nuclear services company that is one of the largest processors of low level radioactive waste (“LLW”) in America, and its predecessor companies for 27 years in a variety of positions of increasing responsibility focused on the leadership of North American waste processing facility operations, nuclear power plant decommissioning, logistics, international project management, and business development roles, including as SVP of Corporate Business Development and Strategy, SVP of Commercial Waste Processing, SVP of Global Logistics, SVP of Decommissioning Operations, and SVP of EnergySolutions Italia S.r.l. Mr. Eshleman holds a B.S. in Civil Engineering Technology from the University of Pittsburgh.
Summary Compensation
| Name and Principal Position | Year | Salary | Bonus | Option Awards | Non-Equity Incentive Plan Compensation | All other Compensation | Total Compensation | | | | ($) | ($) | ($) (1) | ($) (2) | ($) (3) | ($) | | Mark Duff | 2025 | 417,155 | — | — | — | 35,926 | 453,081 | | President and CEO | 2024 | 417,155 | — | — | — | 39,306 | 456,461 | | | 2023 | 382,367 | — | 140,840 | 187,435 | 37,453 | 748,095 | | Ben Naccarato | 2025 | 332,811 | — | — | — | 59,374 | 392,185 | | EVP and CFO | 2024 | 332,811 | — | — | — | 52,359 | 385,170 | | | 2023 | 310,867 | — | 80,480 | 152,386 | 51,744 | 595,477 | | Dr. Louis Centofanti | 2025 | 277,346 | — | — | — | 31,206 | 308,552 | | EVP of Strategic Initiatives | 2024 | 277,346 | — | — | — | 28,910 | 306,256 | | | 2023 | 259,060 | — | 60,360 | 126,990 | 39,015 | 485,425 | | Richard Grondin | 2025 | 312,729 | — | — | — | 46,953 | 359,682 | | EVP of Hanford Waste Operations (4) | 2024 | 285,267 | — | — | — | 41,330 | 326,597 | | | 2023 | 266,458 | — | 60,360 | 130,617 | 40,890 | 498,325 | | Troy Eshleman | 2025 | 313,846 | — | 298,861 | — | 11,424 | 624,131 | | COO (5) | | | | | | | |
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.
Pay Versus Performance Table
| | Summary Compensation Table (SCT) Total for | | Average Summary | Average | Value of Initial Fixed $100 Investment | | | | Principal | | Compensation | Compensation | Based On | | | | Executive | Compensation | Table | Actually Paid to | Total | | | | Officer | Actually Paid | Total for Non- | Non-PEO | Shareholder | Net (loss) | | Year | (PEO)(1) | to PEO (2) | PEO NEOs (3) | NEOs (4) | Return (5) | income (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $453,081 | $510,709 | $421,137 | $457,356 | $357 | $(13,784,000) | | 2024 | $456,461 | $701,902 | $339,341 | $455,363 | $314 | $(19,979,000) | | 2023 | $748,095 | $999,730 | $542,263 | $661,212 | $223 | $485,000 |
Pay Versus Performance Table
| (1) Reflect amount for Mark Duff, President and CEO for each corresponding year in the “Total Compensation” column of the Summary Compensation Table above. |
Pay Versus Performance Table
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Duff, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Duff during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Duff’s total compensation for each year to determine the “compensation actually paid” under Item 402(v) of Regulation S-K: |
Pay Versus Performance Table
| | Reported Summary | Reported | Equity | Compensation | | | Compensation Table | Value of Equity | Award | Actually | | | Total for PEO | Awards (a) | Adjustments (b) | Paid to PEO | | Year | ($) | ($) | ($) | ($) | | 2025 | $453,081 | $- | $57,628 | $510,709 | | 2024 | $456,461 | $- | $245,441 | $701,902 | | 2023 | $748,095 | $(140,840) | $392,475 | $999,730 |
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. |
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: |
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 | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | $- | $62,894 | $- | $(5,266) | $- | $- | $57,628 | | 2024 | $- | $200,408 | $- | $45,033 | $- | $- | $245,441 | | 2023 | $245,070 | $101,015 | $- | $46,390 | $- | $- | $392,475 |
Pay Versus Performance Table
| (3) For fiscal year 2025, amount reflects the average of the amounts reported for the Company’s NEO as a group (excluding Mr. Duff) in the “Total Compensation” column of the Summary Compensation Table. The names of each of the NEOs (excluding Mr. Duff) included for purposes of calculating the average amount for each of the fiscal years were Ben Naccarato, CFO; Dr. Louis Centofanti, EVP of Strategic Initiatives; and Richard Grondin, EVP of Hanford Waste Operations. For fiscal year 2023, the average amounts also included Andy Lombardo, who held the position of EVP of Nuclear and Technical Services and was an executive officer of the Company, until his retirement from the position effective January 1, 2024. For fiscal year, 2025, the average amounts also included Troy Eshleman, who was appointed to the position of COO of the Company effective January 23, 2025. | | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Duff), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to NEOs as a group (excluding Mr. Duff) during the applicable year. See Footnote (3) above for the NEOs (excluding Mr. Duff) included for each of the fiscal years. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Duff) for each year to determine the compensation actually paid, using the same methodology described in Note (2): |
Pay Versus Performance Table
| | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs | | Year | ($) | ($) | ($) | ($) | | 2025 | $421,137 | $(74,715) | $110,934 | $457,356 | | 2024 | $339,341 | $- | $116,022 | $455,363 | | 2023 | $542,263 | $(65,390) | $184,339 | $661,212 |
Pay Versus Performance Table
(a) The amount deducted or added in calculating the total average equity adjustments are as follows:
Pay Versus Performance Table
| | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Award Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Year over Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year | Fair Value at the Average End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Total Equity Award Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | $90,375 | $22,415 | $- | $(1,856) | $- | $- | $110,934 | | 2024 | $- | $94,968 | $- | $21,054 | $- | $- | $116,022 | | 2023 | $113,783 | $48,478 | $- | $22,078 | $- | $- | $184,339 |
Pay Versus Performance Table
| (5) Reflects total shareholder return (“TSR”) based on a fixed investment of $100 on January 2, 2023. | | (6) The dollar amounts reported represent the amount of net (loss) income reflected in our consolidated audited financial statements for the applicable year. |
Pay Versus Performance Table
All information provided in the “Pay Versus Performance” table above and the related disclosures will not be deemed to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth unexercised options held by the NEOs as of the fiscal year-end.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) (1) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Mark Duff | 40,000(2) | 10,000(2) | | 7.005 | 10/14/2027 | | | 28,000(3) | 42,000(3) | | 3.950 | 1/19/2029 | | Ben Naccarato | 20,000(2) | 5,000(2) | | 7.005 | 10/14/2027 | | | 16,000(3) | 24,000(3) | | 3.950 | 1/19/2029 | | Dr. Louis Centofanti | 16,000(2) | 4,000(2) | | 7.005 | 10/14/2027 | | | 12,000(3) | 18,000(3) | | 3.950 | 1/19/2029 | | Richard Grondin | 5,000(2)(5) | 5,000(2) | | 7.005 | 10/14/2027 | | | —(3) | 18,000(3)(6) | | 3.950 | 1/19/2029 | | Troy Eshleman | —(4) | 50,000(4) | | 10.700 | 1/23/2031 |
Outstanding Equity Awards as of December 31, 2025
| (1) Pursuant to each of the employment agreements between the Company and, respectively, Mark Duff, Ben Naccarato, Dr. Louis Centofanti, Richard Grondin and Troy Eshleman, each dated May 1, 2026, in the event of death or termination of the executive officer due to disability, or the executive officer terminates his employment for “good reason” or the executive officer is terminated by the Company without cause within 24 months following a change in control, each outstanding option and award shall immediately become exercisable in full commencing on the date of termination until the earlier of 12 months post-termination or the original term of such option or equity award (see “Employment Agreements” below for further discussion of the events pursuant to which accelerated exercise of the respective NEO’s outstanding options can arise). |
Outstanding Equity Awards as of December 31, 2025
| (2) 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 and vests at 20% per year over a five-year period, commencing on the first anniversary of the grant date. |
Outstanding Equity Awards as of December 31, 2025
| (3) 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 and vests at 20% per year over a five-year period, commencing on the first anniversary of the grant date. |
Outstanding Equity Awards as of December 31, 2025
| (4) Incentive stock option granted on January 23, 2025, under the Company’s 2017 Stock Option Plan. The option has a contractual term of six years and vests at 20% per year over a five-year period, commencing on the first anniversary of the grant date. |
Outstanding Equity Awards as of December 31, 2025
| (5) On January 20, 2026, Mr. Grondin exercised the vested portion of the ISO granted to him on October 14, 2021, for the purchase of 5,000 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 $35,025. Since the fair market value of the Company’s Common Stock on January 20, 2026, (as determined in accordance with the 2017 Stock Option Plan) was $13.71 per share, the Company withheld 2,555 shares of Common Stock ($35,025 divided by $13.71) to pay the aggregate exercise price of the option and issued 2,445 shares to Mr. Grondin. |
Outstanding Equity Awards as of December 31, 2025
| (6) On January 20, 2026, Mr. Grondin exercised the vested portion of the ISO granted to him on January 19, 2023, for the purchase of 6,000 shares (Option Shares) of the Company’s Common Stock at $3.95 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 $23,700. Since the fair market value of the Company’s Common Stock on January 20, 2026, (as determined in accordance with the 2017 Stock Option Plan) was $13.71 per share, the Company withheld 1,729 shares of Common Stock ($23,700 divided by $13.71) to pay the aggregate exercise price of the option and issued 4,271 shares to Mr. Grondin. |
Option Exercises
Option Exercises The table below reflects options exercised by our NEOs in 2025:
Option Exercises
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | | Mark Duff | 17,577(1) | $185,750(1) | | Ben Naccarato | 10,534(2) | $111,450(2) | | Richard Grondin | 1,906(3) | $21,575(3) | | | 3,906(4) | $44,220(4) |
Option Exercises
| (1) On January 8, 2025, Mr. Duff exercised 100% of his ISO granted to him on January 17, 2019, under the Company’s 2017 Stock Option Plan for the purchase of up to 25,000 shares (Option Shares) of the Company’s Common Stock at $3.15 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 $78,750. Since the fair market value of the Company’s Common Stock on January 8, 2025, (as determined in accordance with the 2017 Stock Option Plan) was $10.58 per share, the Company withheld 7,443 shares of Common Stock ($78,750 divided by $10.58) to pay the aggregate exercise price for the Option Shares and issued 17,557 shares to Mr. Duff. 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 25,000 Option Shares exercised, and (b) the market value ($10.58) on the date of exercise of the Option Shares times the 25,000 Option Shares exercised. |
Option Exercises
| (2) On January 8, 2025, Mr. Naccarato exercised 100% of his ISO granted to him on January 17, 2019, under the Company’s 2017 Stock Option Plan for the purchase of up to 15,000 shares (Option Shares) of the Company’s Common Stock at $3.15 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 $47,250. Since the fair market value of the Company’s Common Stock on January 8, 2025, (as determined in accordance with the 2017 Stock Option Plan) was $10.58 per share, the Company withheld 4,466 shares of Common Stock ($47,250 divided by $10.58) to pay the aggregate exercise price for the Option Shares and issued 10,534 shares to Mr. Naccarato. 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 15,000 Option Shares exercised, and (b) the market value ($10.58) on the date of exercise of the Option Shares times the 15,000 Option Shares exercised. |
Option Exercises
| (3) On July 14, 2025, Mr. Grondin exercised the vested portion of the ISO granted to him on October 14, 2021, for the purchase of 5,000 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 $35,025. Since the fair market value of the Company’s Common Stock on July 14, 2025, (as determined in accordance with the 2017 Stock Option Plan) was $11.32 per share, the Company withheld 3,094 shares of Common Stock ($35,025 divided by $11.32) to pay the aggregate exercise price of the option and issued 1,906 shares to Mr. Grondin. Realized value on this exercise was determined based on the difference between the (a) exercise price ($7.005) per share of the Option Shares multiplied by the 5,000 Option Shares exercised, and (b) the market value ($11.32) on the date of exercise of the Option Shares times the 5,000 Option Shares exercised. |
Option Exercises
| (4) On July 14, 2025, Mr. Grondin exercised the vested portion of the ISO granted to him on January 19, 2023, for the purchase of 6,000 shares (Option Shares) of the Company’s Common Stock at $3.95 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 $23,700. Since the fair market value of the Company’s Common Stock on July 14, 2025, (as determined in accordance with the 2017 Stock Option Plan) was $11.32 per share, the Company withheld 2,094 shares of Common Stock ($23,700 divided by $11.32) to pay the aggregate exercise price of the option and issued 3,906 shares to Mr. Grondin. Realized value on this exercise was determined based on the difference between the (a) exercise price ($3.95) per share of the Option Shares multiplied by the 6,000 Option Shares exercised, and (b) the market value ($11.32) on the date of exercise of the Option Shares times the 6,000 Option Shares exercised. |
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 executive officer would be entitled upon termination of employment by the executive officer 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 with the Company, assuming each circumstance described below occurred on December 31, 2025, the last day of our most recent fiscal year. Such potential payments include any Accrued Amounts (accrued base salary earned for 2025 but paid in 2026, reimbursement for any unreimbursed expenses properly incurred through the date of termination, accrued unused vacation time and other vested benefits under the Company plans in which the executive officer participates). The executive officer is not entitled to payment of any benefits upon termination for cause or resignation without good reason other than the Accrued Amounts. The below amounts were determined based on employment agreements in effect at December 31, 2025 for each of the executive officers (together, the “Old Employment Agreements”). Each of the Old Employment Agreements expired on April 20, 2026. See “Employment Agreements” for a description of new employment agreements dated May 1, 2026, entered between each of the executive officers and the Company.
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 | $851,050(1) | $851,050(1) | | Performance compensation | $—(2) | $—(2) | | Stock Options | $884,050(3) | $884,050(3) | | Cash Medical Benefit Cotinuation | $37,620(4) | $37,620(4) | | Ben Naccarato | | | | EVP and CFO | | | | Base salary and Accrued Amounts | $728,584(1) | $728,584(1) | | Performance compensation | $—(2) | $—(2) | | Stock Options | $485,225(3) | $485,225(3) | | Cash Medical Benefit Cotinuation | $62,172(4) | $62,172(4) | | Dr. Louis Centofanti | | | | EVP of Strategic Initiatives | | | | Base salary and Accrued Amounts | $725,585(1) | $725,585(1) | | Performance compensation | $—(2) | $—(2) | | Stock Options | $370,900(3) | $370,900(3) | | Cash Medical Benefit Cotinuation | $21,258(4) | $21,258(4) | | Richard Grondin | | | | EVP of Hanford Waste Operations | | | | Base salary and Accrued Amounts | $733,316(1) | $733,316(1) | | Performance compensation | $—(2) | $—(2) | | Stock Options | $211,370(3) | $211,370(3) | | Cash Medical Benefit Cotinuation | $43,074(4) | $43,074(4) | | Troy Eshleman | | | | COO | | | | Base salary and Accrued Amounts | $653,131(1) | $653,131(1) | | Performance compensation | $—(2) | $—(2) | | Stock Options | $94,500(3) | $94,500(3) | | Cash Medical Benefit Cotinuation | $—(4) | $—(4) |
Potential Payments Upon Termination or Change in Control
| (1) Represents two times the base salary of the executive officer at December 31, 2025, plus “Accrued Amounts.” |
Potential Payments Upon Termination or Change in Control
| (2) Represents two times the performance compensation earned for fiscal year 2025. None of the NEOs earned performance compensation for fiscal 2025 (see “2025 MIPs” below). |
Potential Payments Upon Termination or Change in Control
| (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, 2025, times the number of options outstanding at December 31, 2025. Benefit excludes options which were out-of-the-money at December 31, 2025, of which there were none. |
Potential Payments Upon Termination or Change in Control
| (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, |
Background for Request to Approve the Second Amendment to the 2017 Stock Option Plan
| ● | Key data relating to outstanding equity awards and shares available for grant; | | ● | Historical award information, including burn rate, overhang and dilution; and | | ● | Future share needs. |
Summary of the Proposed Sixth Amendment
| ● | Key data relating to outstanding equity awards and shares available for grant; | | ● | Significant historical award information, including burn rate, overhang and dilution; and | | ● | Future share needs. |