Perma-Fix Environmental Services (PESI) DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Perma-Fix Environmental Services, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

8302 Dunwoody Place, Suite 250

Atlanta, Georgia 30350

NOTICE OF ANNUAL MEETING

To Be Held July 18, 2024

To the Stockholders of Perma-Fix Environmental Services, Inc.:

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Meeting”) of Perma-Fix Environmental Services, Inc. (“Company”, “we”, “our”, or “us”) will be held at The Westin Atlanta Airport, 4736 Best Road, Atlanta, Georgia 30337, on Thursday, July 18, 2024, at 11:00 a.m. (EDT), for the following purposes:

1.	To elect nine directors to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified (Proposal 1);
2.	To ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the 2024 fiscal year (Proposal 2);
3.	To approve, on an advisory basis, the 2023 compensation of our named executive officers as described herein (Proposal 3); and
4.	To transact such other business as may properly come before the Meeting and at any adjournments thereof.

Only stockholders of record at the close of business on May 30, 2024, will be entitled to notice of, and to vote at, the Meeting or at any postponement or adjournment thereof.

The Company is taking advantage of the rules of the U.S. Securities and Exchange Commission (the “Commission”) that allow issuers to provide electronic access to proxy materials over the Internet instead of mailing printed copies of those materials to each stockholder. The Company believes that furnishing these materials electronically allows us to more efficiently provide our stockholders with our proxy materials while reducing costs and reducing the impact of the Meeting on the environment. If you would like us to send you printed copies of our proxy statement and accompanying materials, we will be happy to do so at no charge upon your request. For more information, please refer to the Notice of Internet Availability of Proxy Materials (the “Notice”) that we are mailing to holders of record on or about June 7, 2024. The Notice also provides instructions as to how you may vote your proxy.

Your vote is important. Whether or not you plan to attend the Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on July 18, 2024: This Proxy Statement and our Annual Report for 2023 are available at: https://www.cstproxy.com/perma-fix/2024.

	By order of the Board of Directors
	Ben Naccarato
	Secretary
Atlanta, Georgia
June 7, 2024

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

8302 Dunwoody Place, Suite 250

Atlanta, Georgia 30350

PROXY STATEMENT

FOR THE

2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held July 18, 2024

Why am I receiving this Proxy Statement?

You are receiving this Proxy Statement from us because you were a stockholder of record of the common stock, par value $.001 (the “Common Stock”), of Perma-Fix Environmental Services, Inc. (“Perma-Fix”, the “Company”, “we”, “our”, or “us”) at the close of business on May 30, 2024 (the “Record Date”). This Proxy Statement is furnished in connection with the solicitation on behalf of the Board of Directors of the Company (the “Board of Directors” or the “Board”) of proxies to be used in voting at the 2024 Annual Meeting of Stockholders to be held on Thursday, July 18, 2024, at 11:00 a.m. (EDT), and any adjournments thereof (the “Meeting”). By use of a proxy, you may vote whether or not you plan to attend the Meeting. This Proxy Statement describes the matters on which the Board would like you to vote, and provides information on those matters, so that you can make an informed decision.

Who is entitled to vote at the Meeting?

Only the holders of our Common Stock at the close of business on the Record Date will have the right to receive notice of, and be entitled to vote at, the Meeting. At the close of business on the Record Date, 15,788,386 shares of Common Stock were outstanding. Each stockholder of record, as of the Record Date, is entitled to one vote for each share of Common Stock that the stockholder owned as of the Record Date on each matter to be voted upon at the Meeting.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “Commission”), the Company has elected to provide access to its proxy materials via the Internet instead of mailing printed copies, by sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. Accordingly, stockholders will not receive printed copies of the proxy materials unless they request them. Instead, instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed or electronic set of the proxy materials. Stockholders may request to receive proxy materials in printed form by following the instructions in the Notice. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.

What constitutes a quorum?

A majority of all of the outstanding shares of Common Stock entitled to notice of, and to vote at, the Meeting, represented in person or by proxy, will constitute a quorum for the holding of the Meeting. The failure of a quorum to be represented at the Meeting will necessitate adjournment and will subject the Company to additional expense. Abstentions and broker non-votes, if any, will be counted as present for purposes of establishing a quorum, but may have differing consequences on whether a particular proposal is approved by the stockholders at the Meeting. See “Effect of Abstentions,” “Effect of Broker Non-Votes,” and “What vote is required to approve the proposals being considered?,” below.

Effect of Abstentions

If your proxy indicates an abstention from voting on a proposal, the shares represented will be counted as present for the purpose of determining a quorum, but they will not be voted on such proposal at the Meeting. Because abstentions represent shares entitled to vote, if you abstain from voting on a proposal, your abstention (a) will have no effect on the election of directors, (b) will have the effect of a vote against the ratification of the appointment of the independent registered public accounting firm, and (c) will have the effect of a vote against the resolution on executive compensation. See “What vote is required to approve the proposals being considered?,” below.

1

Effect of Broker Non-Votes

If your shares of Common Stock are held by a bank, broker or other nominee as custodian on your behalf, you are considered a “beneficial stockholder” of those shares. As a beneficial stockholder, you must provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee to ensure your shares are voted in the way you would like. If you do not provide voting instructions to your broker, bank, or other nominee, whether your shares can be voted on your behalf depends on the type of item being considered for vote. The NYSE has rules that govern brokers who have record ownership of listed company stock (including stock such as ours that is listed on The Nasdaq Capital Market) held in brokerage accounts for their clients who beneficially own the shares. Under these rules, brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain matters (“routine matters”), but do not have the discretion to vote uninstructed shares as to certain other matters (“non-routine matters”).

A “broker non-vote” occurs when a broker has not received voting instructions from a beneficial owner on a non-routine matter and therefore cannot vote such beneficial owner’s shares on the matter. In these cases, the broker can register your shares as being present at the Meeting for purposes of determining the presence of a quorum, but will not be able to vote on the non-routine matters for which specific authorization is required. Under NYSE interpretations, Proposal 1 (election of directors) and Proposal 3 (advisory vote on executive compensation) are considered non-routine matters. Shares subject to a broker non-vote are not counted as present or represented with respect to those matters, but are counted as present and represented for purposes of determining the presence of a quorum at the Meeting. Accordingly, broker non-votes will have no effect on the outcome of either of these proposals. Proposal 2 (ratification of the selection of the independent registered public accounting firm for 2024) is considered a routine matter and, thus, we do not expect to receive any broker non-votes on this proposal.

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) in all matters other than the election of Directors, a majority of the votes that could be cast at the meeting upon a given question shall be necessary to decide the question; and (ii) in the case of the election of Directors, a plurality of the votes that could be cast at the meeting upon the election of directors shall be necessary to decide the election.

Item 1. Election of Directors. The Company’s bylaws provide that Directors will be elected by plurality vote, i.e., a nominee will be elected if the number of votes cast “for” the nominee’s election exceeds the number of votes cast “against” the nominee’s election. Abstentions will not be included in the total number of votes cast and therefore will have no effect on the election’s outcome. See “Effect of Abstentions,” above. Under the rules of the NYSE, the election of directors is not considered a “routine” matter and thus brokers do not have discretionary authority to vote in the election of directors if they did not receive instructions from a beneficial owner. See “Effects of Broker Non-votes,” above. Accordingly, broker non-votes are not counted as entitled to vote on the proposal and will have no effect on the voting for this item.

Item 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 shares present in person or represented by proxy and entitled to vote on the proposal. Because abstentions do not affect the presence of a quorum, an abstention on Item 2 will have the effect of a vote AGAINST this item. However, because Item 2 is considered a “routine” matter under the rules of the NYSE governing whether 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. See “Effect of Broker Non-Votes,” above.

Item 3. Approval, on an advisory basis, of the 2023 compensation of the Company’s named executive officers. The approval, on an advisory basis, of the 2023 compensation of our named executive officers requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal. Because abstentions do not affect the presence of a quorum, an abstention on Item 3 will have the effect of a vote AGAINST this item. With respect to broker non-votes, because Item 3 is considered a “non-routine” item under the rules of the NYSE, discussed above, brokers may not vote uninstructed shares on Item 3, and such shares will not be counted as “entitled to vote” on such proposal. While the Board of Directors intends to carefully consider the shareholder vote resulting from this proposal, the final vote will not be binding and is advisory in nature.

2

Will my shares be voted if I am a registered stockholder and I do not provide my proxy?

No. If your shares are registered in your name (i.e., you have a Perma-Fix stock certificate or hold your shares in an account with our transfer agent, Continental Stock Transfer & Trust Company), they will not be voted, unless you submit your proxy or vote in person at the Meeting. If you hold your shares directly in your own name, you must vote, either by internet, by mobile device, by completing, signing and delivering a proxy (if you requested a printed copy), or by attending the Meeting and voting at the Meeting.

How do I cast my vote?

If you are a stockholder whose shares are registered in your name--that is, you have a Perma-Fix stock certificate or hold your shares in an account with our transfer agent, Continental Stock Transfer & Trust Company--you may vote your shares at the Meeting or by one of the following methods:

● Vote by Internet, by going to the web address www.cstproxyvote.com and following the instructions for Internet voting.

● Vote by Mobile Device, by scanning the QR barcode on your Notice or proxy card and following the on-screen instructions.

● Vote by Proxy Card (if you requested printed copy), by completing, signing, dating and mailing the proxy card in the envelope provided. If you vote by internet or mobile device, please do not mail your proxy card.

If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, you are the “beneficial owner” of shares, and the Notice of Internet Availability of Proxy Materials was forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting during the Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account. You should follow the instructions received from that organization to vote your shares. If you wish to vote in person at the Meeting, you must obtain a legal proxy from the bank, broker or other holder of record that holds your shares.

Whether or not you plan to attend the 2024 Annual Meeting of Stockholders, please submit your vote either by internet, mobile device, or by written proxy card.

Can I change my mind after I vote?

Yes, you may change your mind at any time before the polls close at the Meeting. You can change your vote by:

● executing and submitting a revised proxy;

● providing a written revocation to the Secretary of the Company; or

● voting in person at the Meeting.

Who will count the votes?

All votes will be tabulated by the inspector of election appointed for the Meeting.

Where can I find the voting results of the Meeting?

We will announce the preliminary voting results at the Meeting and publish final results in a Form 8-K to be filed with the Commission within four business days after the Meeting.

Who is paying the cost of this solicitation?

The Company will pay the cost of soliciting proxies on behalf of the Board of Directors. In addition to solicitation by use of the mail, certain of the Company’s officers and employees may, without receiving additional compensation therefore, solicit the return of proxies by telephone, e-mail or personal interview. The Company will reimburse brokerage houses and custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses in forwarding soliciting materials to their principals, the beneficial owners of Common Stock.

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.

3

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.

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.

4

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.

5

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.

6

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.

7

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.

8

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.

9

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.

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.

Board Skills Matrix

The Company is focused on nominating a Board of Directors with a balance of functional expertise, leadership experience, high moral character, critical thinking, and a diversity of backgrounds and tenure necessary to effectively oversee the Company’s business. The Company’s Corporate Governance and Nominating Committee is responsible for developing the criteria and qualifications required for directors. The following Board Skills Matrix below reflects how certain relevant and important skills, experience, characteristics and other criteria are currently represented on our Board.

10

KEY SKILLS/EXPERIENCE	NUBMER OF DIRECTORS
Corporate Governance: Supports management and board accountability, transparency and protection of shareholder interests	9
Financial Literacy: Knowledge of financial reporting, internal controls and procedures and complex financial transactions, as is involved with the Company business	7
Government/DOE/DOD Policies: Significant work experience with government decision makers	9
Business/Investment Structures: Work experience with infrastructure for financial interests and proven success	8
Risk Management and Compliance: Understanding and experience with identification, assessment and oversight of risk management and programs, including cyber-security risks	9
Nuclear Waste Management: Understanding the compliance and environmentally responsible nuclear services and radioactive waste management solutions	7
Environmental Studies: Analytical tools and skills understanding the environment, while emphasizing the role of beliefs, values and ethics of the corporate body	9
Human Capital Management: Experience and understanding talent management and development, executive compensation issues and succession planning efforts	9
Regulatory/Legal Processes: Knowledge of the various regulatory processes governing Perma-Fix business sectors, such as financial, environmental, nuclear, and safety	9
International Work: Experience in overseeing global operations and assessing opportunities and challenges	9

Board Diversity Matrix

The following table reflects the Company’s Board diversity matrix as of the date of this Proxy Statement. In addition to gender and demographic diversity, two of our nine current directors are also military veterans.

Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Gender Identity:
Directors	1	8	-	-
Number of Directors Who Identify in Any of The Categories Below:
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	1	7	-	-
Two or More Races or Ethnicities	-	1	-	-
LGBTQ	-	-	-	-
Did not Disclose Demographic Background	-	-	-	-

Board Independence

Our Common Stock is listed on The Nasdaq Capital Market. Rule 5605 of the Nasdaq Marketplace Rules requires a majority of a listed company’s board of directors to be comprised of independent directors. In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Audit committee members must also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Nasdaq Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

11

Our Board annually reviews the composition of our Board of Directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his/her background, employment and affiliations, including family relationships, our Board of Directors has determined that Ms. Kerry C. Duggan and each of Messrs. Thomas P. Bostick, Joseph T. Grumski, Joe R. Reeder, Larry M. Shelton, Zach P. Wamp and Mark A. Zwecker is an “independent director” as defined under the Nasdaq Marketplace Rules. Our Board of Directors has also determined that each member of our Audit Committee, consisting of Mark A. Zwecker (Chairperson), Joseph T. Grumski, and Larry M. Shelton, and each member of our Compensation and Stock Option Committee, consisting of Joseph T. Grumski (Chairperson), Zach P. Wamp, and Mark A. Zwecker, satisfy the independence standards for such committees established by the Commission and the Nasdaq Marketplace Rules, as applicable. In making such determination, our Board of Directors considered the relationships that each such non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Our Board of Directors has determined that neither Dr. Louis F. Centofanti nor Mark J. Duff is deemed to be an “independent director” because of their employment as a senior executive of the Company.

Board Leadership Structure

We currently separate the roles of Chairman of the Board and CEO. The Board believes that this leadership structure promotes balance between the Board’s independent authority to oversee our business, and the CEO and his management team, who manage the business on a day-to-day basis.

The Company does not have a written policy with respect to the separation of the positions of Chairman of the Board and CEO. The Company believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the Company at a given point in time; therefore, the Company’s leadership structure may change in the future as circumstances may dictate.

Mark A. Zwecker, a current member of our Board, continues to serve as the Independent Lead Director, a position he has held since February 2010. The Lead Director’s role includes:

● convening and chairing meetings of the non-employee directors as necessary from time to time and Board meetings in the absence of the Chairman of the Board;

● acting as liaison between directors, committee chairs and management;

● serving as information sources for directors and management; and

● carrying out responsibilities as the Board may delegate from time to time.

Meetings and Committees of the Board of Directors

During 2023, the Board of Directors held six meetings. No director attended fewer than 75% of the aggregate number of meetings held by the Board of Directors and the committees on which he served during 2023. The Company does not currently have a policy with respect to the attendance of its directors at annual meetings; however, the Company encourages each of its directors to attend whenever possible. All members of our Board of Directors attended our 2023 Annual Meeting of Stockholders. The Board of Directors has a standing Audit Committee, Compensation and Stock Option Committee, Corporate Governance and Nominating Committee, and Strategic Advisory Committee.

Audit Committee:

The Audit Committee assists the Board of Directors in monitoring the integrity of the financial statements of the Company, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function and independent auditor, the Company’s management of cybersecurity and the Company’s compliance with legal and regulatory requirements. In carrying out these purposes, the Audit Committee, among other things:

● appoints, evaluates, and approves the compensation of the Company’s independent auditor;

● pre-approves all auditing services and permitted non-audit services;

● annually considers the qualifications and independence of the independent auditors;

12

● reviews recommendations of independent auditors concerning the Company’s accounting principles, internal controls, and accounting procedures and practices;

● reviews and approves the scope of the annual audit;

● reviews and discusses with the independent auditors the audited financial statements;

● reviews and provides oversight of the Company’s cybersecurity processes and polices, including risk assessments and incident reporting;

● reviews and provides oversight of any related party transactions; and

● performs such other duties as set forth in the Audit Committee Charter.

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:

● considering and making recommendations to the Board regarding the composition and chairmanship of the committees of our Board;

● developing and making recommendations to our Board regarding corporate governance guidelines which include policies and procedures that promote honest and ethical conduct and prohibit conflict of interest in business conduct;

● overseeing evaluations of the Board’s performance, including committees of the Board; and

● overseeing Company practices and initiatives with respect to environmental, social and governance matters.

13

The Governance and Nominating Committee recommends to the Board of Directors candidates to fill vacancies on the Board and the nominees for election as directors at each annual meeting of stockholders. In making such recommendations, the Governance and Nominating Committee takes into account information provided to them from the candidates, as well as the Governance and Nominating Committee’s own knowledge and information obtained through inquiries to third parties to the extent the Governance and Nominating Committee deems appropriate. The Company’s Bylaws sets forth certain minimum director qualifications to qualify as a nominee for election as a director. To qualify for nomination or for election as a director, an individual must:

● be an individual at least 21 years of age who is not under legal disability;

● have the ability to be present, in person, at all regular and special meetings of the Board of Directors;

● not serve on the boards of more than three other publicly-held companies;

● satisfy the director qualification requirements of all environmental and nuclear commissions, boards or similar regulatory or law enforcement authorities to which the Company is subject so as not to cause the Company to fail to satisfy any of the licensing requirements imposed by any such authority;

● not be affiliated with, employed by or be a representative of, or have or acquire a material personal involvement with, or material financial interest in, any “Business Competitor” (as defined in the Bylaws);

● not have been convicted of a felony or of any misdemeanor involving moral turpitude; and

● have been nominated for election to the Board of Directors in accordance with the terms of the Bylaws.

In addition to the minimum director qualifications as mentioned above, in order for any proposed nominee to be eligible to be a candidate for election to the Board of Directors, such candidate must deliver to the Governance and Nominating Committee a completed questionnaire with respect to the background, qualifications, stock ownership and independence of such proposed nominee. The Governance and Nominating Committee reviews each candidate’s qualifications to include considerations of:

● standards of integrity, personal ethics and values, commitment, and independence of thought and judgment;

● ability to represent the interests of the Company’s stockholders;

● ability to dedicate sufficient time, energy and attention to fulfill the requirements of the position; and

● diversity of skills and experience with respect to accounting and finance, management and leadership, business acumen, vision and strategy, charitable causes, business operations, and industry knowledge.

The Governance and Nominating Committee does not assign specific weight to any particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance and Nominating Committee does not have a formal policy for the consideration of diversity in identifying nominees for directors. However, diversity is one of the many factors taken into account when considering potential candidates to serve on the Board of Directors. The Company recognizes that diversity in professional and life experiences may include consideration of gender, race, cultural background or national origin, in identifying individuals who possess the qualifications that the Governance and Nominating Committee believes are important to be represented on the Board. The Company also views and values diversity from the perspective of professional and life experiences, as well as geographic location, representative of the markets in which we do business. The Company believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Company’s goal of creating a board of directors that best serves our needs and those of our shareholders.

Stockholder Nominees

The Governance and Nominating Committee will consider properly submitted stockholder nominations for candidates for membership on the Board from stockholders who meet each of the requirements set forth in the Bylaws, including, but not limited to, the requirements that any such stockholder own at least 1% of the Company’s shares of the Common Stock entitled to vote at the meeting on such election, has held such shares continuously for at least one full year, and continuously holds such shares through and including the time of the annual or special meeting. Nominations of persons for election to the Board may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors. Any stockholder nomination (“Proposed Nominee”) must comply with the requirements of the Company’s Bylaws and the Proposed Nominee must meet the minimum qualification requirements as discussed above. For a nomination to be made by a stockholder, such stockholder must provide advance written notice to the Governance and Nominating Committee, delivered to the Company’s principal executive office address (i) in the case of an Annual Meeting of Stockholders, no later than the 90^th day nor earlier than the 120^th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; and (ii) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the 10^th day following the day on which public disclosure of the date of the Special Meeting of Stockholders is made.

14

The Governance and Nominating Committee will evaluate the qualification of the Proposed Nominee and the Proposed Nominee’s disclosure and compliance requirements in accordance with the Company’s Bylaws. If the Board, upon the recommendation of the Governance and Nominating Committee, determines that a nomination was not made in accordance with the Company’s Bylaws, the Chairman of the Meeting shall declare the nomination defective and it will be disregarded.

Members of the Governance and Nominating Committee during 2023 were Joe R. Reeder (Chairperson), Thomas P. Bostick, Kerry C. Duggan, and Zach P. Wamp. The Governance and Nominating Committee meets at least quarterly and at such times as necessary or advisable and held four meetings in 2022. The Governance and Nominating Committee is governed by a Corporate Governance and Nominating Committee Charter, which is available on our website at https://ir.perma-fix.com/governance-docs. All members of the Governance and Nominating Committee are/were “independent” as that term is defined by current Nasdaq listing standards.

Strategic Advisory Committee:

The primary functions of the Strategic Advisory Committee (“Strategic Committee”) are to investigate and evaluate strategic alternatives available to the Company and to work with management on long-range strategic planning and identification of potential new business opportunities. Members of the Strategic Advisory Committee during 2023 were Dr. Louis F. Centofanti (Chairperson), Kerry C. Duggan, Joe R. Reeder, and Mark A. Zwecker. Effective October 19, 2023, Zach P. Wamp replaced Mark Zwecker as a member of the Strategic Committee. The Strategic Committee held four meetings in 2023. The Strategic Advisory Committee is governed by a Strategic Advisory Committee Charter, which is available on our website at https://ir.perma-fix.com/governance-docs.

Risk Oversight by Our Board

The Board is responsible for understanding the risks the Company faces, what steps management is taking to manage those risks and if the steps taken are effective in managing those risks. It is also important that the Board understands what level of risk is appropriate for the Company. While the Board has the ultimate oversight responsibility for the risk management process, certain committees play an integral part in fulfilling the Board’s oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on financial and enterprise risk exposures, including internal controls and cybersecurity (including oversight of appropriate risk prevention and mitigation strategies, systems, processes and controls). The Audit Committee reviews and discusses with management and internal audit our major financial risk exposures, including risks related to fraud, liquidity and regulatory compliance, our policies with respect to risk assessment and risk management, cybersecurity management, and the steps management has taken to monitor and control such exposures at least quarterly and whenever warranted. The Compensation Committee strives to create incentives that do not encourage excessive risk-taking beyond the Company’s ability to effectively identify and manage risk. The Governance and Nominating Committee monitors the effectiveness of our governance guidelines and provides oversight of programs, policies and practices relating to environmental and social issues and impacts to support the sustainable growth of the Company’s businesses. The participation of our Board in our risk oversight process includes engaging in discussion and receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, environmental, cybersecurity, and strategic and reputational risks. Each of our directors has access to our named executive officers and any other members of our management to discuss and monitor potential risks.

Code of Ethics

Our Code of Business Conduct and Ethics (“Code of Ethics”), which applies to our Board and all our employees, including our CEO and our senior financial officers, complies with applicable U.S. Securities and Exchange Commission rules and Nasdaq listing standards. and is available on our website at https://ir.perma-fix.com/governance-docs. The provisions of the Code of Ethics that apply to the CEO and our senior financial officers, including our CFO and our chief accounting officer, complies with the requirements imposed by the Sarbanes-Oxley Act of 2002 and the rules issued thereunder for codes of ethics applicable to such officers. If any amendments are made to the Code of Ethics, or any grants of waivers are made to any provision of the Code of Ethics, that is applicable to our CEO and our senior financial officers, we will promptly disclose the amendment or waiver and nature of such amendment or waiver on our website at the same web address.

Clawback Policy

On October 19, 2023, our Board adopted a Clawback Policy to comply with the applicable U.S. Securities and Exchange Commission rules and Nasdaq listing standards. The Clawback Policy requires the Company to recoup erroneously awarded incentive compensation earned by the covered officers during the three fiscal years that precede the date on which the Company determines it is required to prepare a “Big R” or “little r” accounting restatement. The Clawback Policy applies to those officers who are subject to Section 16(a) of the Exchange Act and applies to incentive-based compensation (i.e., compensation that is earned in whole or in part based on the attainment of financial reporting measures). The Company’s Clawback Policy was filed as Exhibit 97 to our Form 10-K for the year ended December 31, 2023. A copy of the Clawback Policy is also available on our website at https://ir.perma-fix.com/governance-docs.

15

Environmental, Social and Governance (“ESG”)

We have a ESG subcommittee under our Governance and Nominating Committee to provide guidance on ESG management. Our executive team is responsible for the continuing development of our ESG strategic roadmap with support from management from key functional areas. The key areas of focus under our ESG initiatives continue to be health and safety, environmental performance, DEI (diversity, equality and inclusion), talent retention and development, corporate governance and climate-forward service development that support our customers’ transition to low carbon economy. Our executive team is involved in policy planning and coordination of corporate-wide ESG efforts. See our website at https://www.perma-fix.com/esg.aspx for some highlights of our ESG initiatives as well as our policies under our ESG as we continue to improve our ESG initiatives. The information on our website is not part of, or incorporated by reference in this Proxy Statement.

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:

● 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;

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.”

16

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

(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:

	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

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.

17

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.

Communications with the Board

The Company’s Board of Directors believes that it is important for the Company to have a process that enables stockholders to send communications to the Board. Accordingly, stockholders who wish to communicate with the Board of Directors or a particular director may do so by sending a letter to the Secretary of the Corporation, at 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350. The mailing envelope must clearly indicate that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder and clearly state whether the intended recipients are all members of the Board of Directors or only certain specified individual directors. The Secretary of the Corporation will make copies of all such letters and circulate them to the appropriate director or directors.

Family Relationships

There are no family relationships between any of the Company’s existing directors, executive officers, or persons nominated or chosen to become a director or executive officer. Dr. Centofanti and Mark Duff are the only directors who are employees of the Company.

Certain Relationships and Related Transactions

Audit Committee Review

Our Audit Committee Charter provides for the review by the Audit Committee of any related party transactions, other than transactions involving an employment relationship with the Company, which are reviewed by the Compensation Committee. Although we do not have written policies for the review of related party transactions, the Audit Committee reviews transactions between the Company and its directors, executive officers, holders of more than 5% of any class of the Company’s voting securities, and their respective immediate family members. In reviewing a proposed transaction, the Audit Committee takes into account, among other factors it deems appropriate:

(1)	the extent of the related person’s interest in the transaction;
(2)	whether the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances;
(3)	the cost and benefit to the Company;
(4)	the impact or potential impact on a director’s independence in the event the related party is a director, an immediate family member of a director, or an entity in which a director is a partner, stockholder, or executive officer;
(5)	the availability of other sources for comparable products or services;
(6)	the terms of the transaction; and
(7)	the risks to the Company.

In addition, as applicable, the Audit Committee considers Section 144 of the Delaware General Corporation Law (“DGCL”) and the Company’s Code of Ethics.

The provisions of Section 144 of the DGCL apply to transactions between the Company and any of its officers or directors, or any organization in which any such individual has a financial interest or serves as a director or officer (individually, a “Section 144 Related Party,” and, collectively, “Section 144 Related Parties”). Section 144 provides that a transaction between a corporation and any Section 144 Related Party will not be void or voidable solely because such transaction involves the corporation and the Section 144 Related Party, or solely because the Section 144 Related Party is present at or participates or votes in the meeting of the board or committee which authorizes the transaction, if the transaction (a) is approved in good faith after full disclosure of the material facts of the transaction by a majority vote of (i) the disinterested directors, or (ii) the stockholders, and (b) is fair as to the corporation as of the time it is authorized, approved, or ratified by the board, a committee or the stockholders.

18

Our Code of Ethics, which applies to our Board and all our employees, including the executive officers identified under the heading “Named Executive Officers” and our senior financial officers, provide that such individuals must exhibit and promote honest and ethical conduct in connection with the performance of his or her duties for and on behalf of the Company, including the ethical handling of actual or apparent conflicts of interest involving such individual and the Company, by, among other considerations:

● not entering into a transaction that would result in a conflict of interest with what is in the best interest of the Company and that is reasonably likely to result in material personal gain to any such individuals or their affiliates; and

● not having a personal financial interest in any of the Company’s suppliers, customers or competitors that could cause divided loyalty as a result of having the ability to influence the Company’s decisions with that particular supplier or customer or actions to be taken by the Company that could materially benefit a competitor.

Related party transactions are reviewed by the Audit Committee prior to the consummation of the transaction. With respect to a related party transaction arising between Audit Committee meetings, the CFO may present it to the Audit Committee Chairperson, who will review and may approve the related party transaction subject to ratification by the Audit Committee at the next scheduled meeting. Our Audit Committee shall approve only those transactions that, in light of known circumstances, are not inconsistent with the Company’s best interests.

Related Party Transactions

David Centofanti. David Centofanti serves as our Vice President of Information Systems. For such position, he received annual compensation of $191,000 in 2023. David Centofanti is the son of Dr. Louis F. Centofanti, our EVP of Strategic Initiatives and a Board member.

Audit Committee Report

The Audit Committee is responsible for providing independent objective oversight of the Company’s accounting functions and internal controls. In accordance with rules adopted by the Commission, the Audit Committee of the Company states that:

● The Audit Committee has reviewed and discussed with management the Company’s audited financial statements for the fiscal year ended December 31, 2023.

● The Audit Committee has discussed with Grant Thornton LLP, the Company’s independent registered public accounting firm for the year ended December 31, 2023, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standards No. 16 (“Communications with Audit Committees”), as modified or supplemented.

● The Audit Committee has received the written disclosures and the letter from Grant Thornton LLP required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” as modified or supplemented, and has discussed with Grant Thornton LLP, the independent registered public accounting firm’s independence.

In connection with the Audit Committee’s discussion with Grant Thornton LLP, as described above, the Audit Committee discussed and considered the nature and scope of the audit services performed by Grant Thornton LLP for the year ended December 31, 2023, and determined that the audit services provided by Grant Thornton LLP were compatible with maintaining the independence of Grant Thornton LLP.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the Commission. The Audit Committee has appointed Grant Thornton LLP as the Company’s independent registered public accounting firm for 2024.

This report is submitted on behalf of the members of the Audit Committee:

Mark A. Zwecker (Chairperson)

Joseph T. Grumski

Larry M. Shelton

19

The Report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall it be incorporated by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

NAMED EXECUTIVE OFFICERS

The following table sets forth, as of the date hereof, information concerning certain named executive officers, referred to throughout this Proxy Statement as our “Named Executive Officers” or “NEOs”:

NAME	AGE	POSITION
Mr. Mark Duff	61	President and CEO
Mr. Ben Naccarato	61	CFO, EVP, and Secretary
Dr. Louis Centofanti	80	EVP of Strategic Initiatives
Mr. Richard Grondin	65	EVP of Waste Treatment Operations
Mr. Andrew Lombardo (1)	64	EVP of Nuclear and Technical Services

⁽¹⁾ Mr. Andrew Lombardo retired from the position of EVP of Nuclear and Technical Services effective January 1, 2024, a position he had held since January 2020. Upon Mr. Lombardo’s retirement from the position of EVP of Nuclear and Technical Services, he no longer is considered an executive officer of the Company. Mr. Lombardo remains employed by the Company at a reduced capacity, and assists with the transition of his former responsibilities as well as contributing to certain business development matters.

Mr. Mark Duff

See “Director – Mark J. Duff” in this section for information on Mr. Duff.

Mr. Ben Naccarato

Mr. Naccarato has served as the Company’s CFO since February 2009. Mr. Naccarato joined the Company in September 2004, holding the positions of Vice President of Finance for the Company’s Industrial Segment until May 2006, when he was named Vice President, Corporate Controller/Treasurer. Mr. Naccarato has over 35 years of experience in senior financial positions in the waste management and used oil industries. Mr. Naccarato was the CFO of a privately-held company in the fuel distribution and used waste oil industry from 2002 to 2004 and prior to that served in numerous senior financial roles in the waste management industry in both the US and Canada. Mr. Naccarato is a graduate of the University of Toronto with a Bachelor of Commerce and Finance Degree and is a Chartered Professional Accountant, Certified Management Accountant (CPA, CMA).

Since March 2021, Mr. Naccarato has served as an independent director and as a member of the Audit Committee, the Compensation Committee, and the Strategic Initiatives Committee of PyroGenesis Canada, Inc., a high-tech company involved in the design, development, manufacture and commercialization of advanced plasma processes and products and whose stock is listed for trading on the Toronto Stock Exchange.

Dr. Louis Centofanti

See “Director – Dr. Louis F. Centofanti” in this section for information on Dr. Centofanti.

Mr. Richard Grondin

Mr. Grondin has held the position of EVP of Waste Treatment Operations since July 2020. Since joining the Company in 2002, Mr. Grondin has held various positions within the Company’s Treatment Segment, including Vice President of Technical Services, Vice President/General Manager of the Perma-Fix Northwest Richland, Inc. Facility and Vice President of Western Operations. Mr. Grondin, a Project Management Professional, has over 35 years of management and technical experience in the highly regulated and specialized radioactive/hazardous waste management industry with the majority of his experience concentrated on managing start-up waste management processing and disposal facilities for four different organizations in the commercial and government sectors. Prior to joining the Company, Mr. Grondin held the position of Vice President of Mixed Waste Operations for Allied Technology Group in Richland, Washington; Vice President of Operations for Waste Control Specialists in Andrews Texas; and Technical Manager/Director of Operations for Rollins Environmental Services Facility in Deer Trail, Colorado. Mr. Grondin is recognized in the United States and Canada as an authority in hazardous and mixed waste treatment. Mr. Grondin has a Diploma of Collegial Studies in Pure and Applied Sciences from CEGEP of Amiante (Thetford-Mines, Canada) and Analytical Chemistry Techniques from CEGEP of Ahuntsic (Montreal, Canada), a Geography minor from Montreal University (Montreal, Canada) and a Certificate of Business Management from the School of Higher Commercial Studies from Montreal University (Montreal, Canada).

20

EXECUTIVE COMPENSATION

Summary Compensation

The following table summarizes the total compensation of the Company’s NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

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

(1)	Mr. Andrew Lombardo retired from the position of EVP of Nuclear and Technical Services effective January 1, 2024. Upon Mr. Lombardo’s retirement from the position of EVP of Nuclear and Technical Services, he no longer was an executive officer of the Company. Mr. Lombardo remains employed by the Company at a reduced capacity, and assists with the transition of his former responsibilities as well as contributing to certain business development matters. Amounts reflected in the table reflects compensation earned by Mr. Lombardo as EVP of Nuclear and Technical Services.
(2)	Reflects a discretionary bonus earned by Mr. Lombardo which was approved by the Company’s Compensation Committee. Remaining $25,000 of the $50,000 was paid in January 2024.
(3)	Reflects the aggregate grant date fair value of awards computed in accordance with ASC 718, “Compensation – Stock Compensation.”

21

(4)	Represents performance compensation earned under the Company’s 2023 Management Incentive Plans (“MIPs”). The MIP for each individual in the table is described under the heading “2023 MIPs”.
(5)	The amount shown for 2023 includes a monthly automobile allowance, insurance premiums (health, disability and life) paid by the Company on behalf of the NEO, and 401(k) matching contributions.

Name	Insurance Premium		Auto Allowance		401(k) match		Total
Mark Duff	$	22,107	$	9,000	$	6,346	$	37,453
Ben Naccarato	$	35,244	$	9,000	$	7,500	$	51,744
Dr. Louis Centofanti	$	24,390	$	9,000	$	5,625	$	39,015
Andy Lombardo	$	—	$	9,000	$	7,212	$	16,212
Richard Grondin	$	24,390	$	9,000	$	7,500	$	40,890

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.

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

(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:

	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

(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.

22

(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:

	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

(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):

	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

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

	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

(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.

23

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

The following table sets forth unexercised options held by the NEOs as of the fiscal year-end.

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

(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.

24

(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.

Option Exercises

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

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)

(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.

25

(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.

Employment Agreements

On April 20, 2023, upon recommendation by the Compensation Committee and approval by the Board, the Company entered into employment agreements with each of Mark Duff, President and CEO, Ben Naccarato, EVP and CFO, Dr. Louis Centofanti, EVP of Strategic Initiatives, Andrew Lombardo, EVP of Nuclear and Technical Services, and Richard Grondin, EVP of Waste Treatment Operations (collectively the “New Employment Agreements” and each, individually, a “New Employment Agreement”).” The Company had previously entered into employment agreements with each of Mark Duff, Ben Naccarato, Dr. Louis Centofanti, Andrew Lombardo and Richard Grondin on July 22, 2020, all five of which agreements were due to expire on July 22, 2023, but which were terminated effective April 20, 2023 upon the execution of the New Employment Agreements.

Each of the New Employment Agreements, which are substantially identical except for compensation, are effective April 20, 2023. Under the New Employment Agreements, each of these executive officers is provided an annual salary, which annual salary may be increased from time to time, but not reduced, as determined by the Compensation Committee. In addition, each of these executive officers is entitled to participate in the Company’s broad-based benefits plans and to certain performance compensation payable under separate MIP as approved by the Company’s Compensation Committee and the Company’s Board. The Company’s Compensation Committee and the Board approved individual 2023 MIPs on January 19, 2023 (which were effective January 1, 2023 and applicable for the 2023 fiscal year) for each of the executive officers (see discussion of each of the 2023 MIPs below under “2023 MIPs”).

Each of the New Employment Agreements is effective for three years from April 20, 2023 (the “Initial Term”) unless earlier terminated by the Company or by the executive officer. At the end of the Initial Term of each New Employment Agreement, each New Employment Agreement will automatically be extended for one additional year, unless at least six months prior to the expiration of the Initial Term, the Company or the executive officer provides written notice not to extend the terms of the New Employment Agreement. Mr. Andrew Lombardo retired from the position of EVP of Nuclear and Technical Services effective January 1, 2024. Upon Mr. Lombardo’s retirement from the position of EVP of Nuclear and Technical Services, he no longer was an executive officer of the Company. Upon his retirement as EVP of Nuclear and Technical Services, his employment agreement dated April 20, 2023, was terminated effective January 1, 2024. Mr. Lombardo remains employed by the Company at a reduced capacity, and assists with the transition of his former responsibilities as well as contributing to certain business development matters.

26

Pursuant to the New Employment Agreements, if the executive officer’s employment is terminated due to death, disability or for cause (as defined in the agreements), the Company will pay to the executive officer or to his estate an amount equal to the sum of any unpaid base salary and accrued unused vacation time through the date of termination and any benefits due to the executive officer under any employee benefit plan (the “Accrued Amounts”) plus any performance compensation payable pursuant to the MIP with respect to the fiscal year immediately preceding the date of termination. In the event that an executive officer’s employment is terminated due to death, the Company will also pay a lump-sum payment (the “Cash Medical Continuation Benefit”) equal to eighteen times the monthly premium that would be required to be paid, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), 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, based on the premium for the first month of COBRA coverage. Such cash payment will be taxable and will be made regardless of whether the executive officer’s eligible covered dependents elect COBRA continuation coverage.

If the executive officer terminates his employment for “good reason” (as defined in the agreements) or is terminated by the Company without cause (including any such termination for “good reason” or without cause within 24 months after a Change in Control (as defined in the agreements), the Company will pay the executive officer Accrued Amounts, (a) two years of full base salary, plus (b) (i) two times the performance compensation (under the executive officer’s MIP) earned with respect to the fiscal year immediately preceding the date of termination provided the performance compensation earned with respect to the fiscal year immediately preceding the date of termination has not yet been paid, or (ii) if performance compensation earned with respect to the fiscal year immediately preceding the date of termination has already been paid to the executive officer, the executive officer will be paid an additional year of the performance compensation earned with respect to the fiscal year immediately preceding the date of termination, and (c) the Cash Medical Continuation Benefit. If the executive officer terminates his employment for a reason other than for good reason, the Company will pay to the executive officer an amount equal to the Accrued Amounts plus any performance compensation payable pursuant to the MIP applicable to such executive officer.

Additionally, in the event of a Change in Control (as defined in the agreements), all outstanding stock options to purchase the common stock held by the executive officer will immediately become exercisable in full commencing on the date of termination through the original term of the options. In the event of the death of an executive officer, all outstanding stock options to purchase common stock held by the executive officer will immediately become exercisable in full commencing on the date of death, with such options exercisable for the lesser of the original option term or twelve months from the date of the executive officer’s death. In the event an executive officer terminates his employment for “good reason” (as defined in the agreements) or is terminated by the Company without cause, all outstanding stock options to purchase common stock held by the officer will immediately become exercisable in full commencing on the date of termination, with such options exercisable for the lesser of the original option term or within 60 days from the date of the executive officer’s date of termination. Severance benefits payable with respect to a termination (other than Accrued Amounts) shall not be payable until the termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)).

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.

27

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)

(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,

2023 Executive Compensation Components

For the fiscal year ended December 31, 2023, the principal components of compensation for executive officers were:

● base salary;

● performance-based incentive compensation;

● long term incentive compensation;

● retirement and other benefits; and

● perquisites.

Based on the amounts set forth in the Summary Compensation table, during 2023, salary accounted for approximately 52.4% of the total compensation of our NEOs, while equity option awards, MIP compensation, bonus and other compensation accounted for approximately 47.6% of the total compensation of the NEOs.

28

Base Salary

The NEOs, other officers, and other employees of the Company receive a base annual salary. Base salary ranges for executive officers are determined for each executive based on his or her position and responsibility by using market data and comparisons to similar companies within the business segments in which the Company operates.

During its review of base salaries for executives, the Compensation Committee primarily considers:

● market data and comparisons to similar companies within the business segments in which the Company operates;

● internal review of the executive’s compensation, both individually and relative to other officers; and

● individual performance of the executive.

Salary levels are typically considered annually as part of the performance review process as well as upon a promotion or other change in job responsibility. Merit-based salary increases for executives are based on the Compensation Committee’s assessment of the individual’s performance. The base salary and potential annual base salary adjustments for the NEOs are set forth in their respective employment agreements. On October 19, 2023, the Compensation Committee and the Board approved a base salary increase adjustment, effective January 1, 2024, of seven percent for the CEO and five percent for each of the CFO, EVP of Strategic Initiatives, and the EVP of Waste Treatment Operations. The following reflects the base salary for each of the NEOs on January 1, 2024, after the base salary increase: $417,155 for the CEO; $332,811 for the CFO; $277,346 for the EVP of Strategic Initiatives; and $285,267 for the EVP of Waste Treatment Operations.

Performance-Based Incentive Compensation

The Compensation Committee has the latitude to design cash and equity-based incentive compensation programs to promote high performance and achievement of our corporate objectives by directors and the NEOs, encourage the growth of stockholder value, and enable employees to participate in our long-term growth and profitability. The Compensation Committee may grant stock options and/or performance bonuses. In granting these awards, the Compensation Committee may establish any conditions or restrictions it deems appropriate. In addition, the CEO has discretionary authority to grant stock options to certain high-performing executives or officers, subject to the approval of the Compensation Committee. The exercise price for each stock option granted is at or above the market price of our Common Stock on the date of grant. Stock options may be awarded to newly hired or promoted executives at the discretion of the Compensation Committee. Grants of stock options to eligible newly hired executive officers are generally made at the next regularly scheduled Compensation Committee meeting following the hire date.

2023 MIPs

On January 19, 2023, the Compensation Committee and the Board approved individual MIPs for the calendar year 2023 for each of the NEOs. Each of the MIPs was effective January 1, 2023.

The performance compensation payable under each MIP was based upon meeting certain of the Company’s separate target objectives during 2023 as described in each of the MIPs below, provided, however, no performance compensation was to be paid for attaining any of the Company’s separate target objectives unless a minimum of 75% of the EBITDA (earnings before interest, taxes, depreciation and amortization) target objective was achieved. The Compensation Committee believes performance compensation payable under each of the MIPs should be based on achievement of at least 75% of EBITDA (earnings before interest, taxes, depreciation and amortization), a non-U.S. GAAP (accounting principles generally accepted in the United States of America) financial measurement, as the Company believes that this target provides a better indicator of operating performance as it excludes certain non-cash items. EBITDA has certain limitations as it does not reflect all items of income or cash flows that affect the Company’s financial performance under U.S. GAAP.

In formulating certain targets set forth in the MIPs, the Compensation Committee and the Board considered the Board-approved budget for 2023, economic conditions (continued potential impact of COVID-19), forecasts for 2023 government spending, as well as the Compensation Committee’s expectation for performance that in its estimation would warrant payment of incentive cash compensation.

Performance compensation, if any, was to be paid on or about 90 days after year-end, or sooner, based on the Company’s audited financial statements included in the Company’s Form 10-K filed with the Commission. For 2023, a total of approximately $750,000 was earned by the NEOs under the MIPs. See “Compensation Earned Under 2023 MIPs” below for amount earned by each NEO under his respective MIP and the expected payment of such amount.

29

The Compensation Committee retained the right to modify, change or terminate each MIP and may adjust the various target amounts described below, at any time and for any reason.

The total performance compensation that was to be paid to the NEOs under the MIPs was not to exceed 50% of the Company’s pre-tax net income prior to the calculation of performance compensation.

The following schedules reflect performance compensation that was payable under each of the MIPs, along with a description of the target objectives.

CEO MIP:

Annualized Base Pay:	$	374,870
Performance Incentive Compensation Target (at 100% of Plan):	$	187,435
Total Annual Target Compensation (at 100% of Plan):	$	562,305

Perma-Fix Environmental Services, Inc.

2023 Management Incentive Plan

CEO MIP MATRIX

Target Objectives	Performance Target Achieved
	75%-89%		90%-110%		111%-129%		130%-150%		>150%
Revenue (1) (6)	$	9,372	$	18,744	$	32,132	$	45,520	$	72,297
EBITDA (2)		56,229		112,461		192,790		273,120		433,778
Health & Safety (3) (6)		14,058		28,115		28,115		28,115		28,115
Permit & License Violations (4) (6)		14,058		28,115		28,115		28,115		28,115
	$	93,717	$	187,435	$	281,152	$	374,870	$	562,305

CFO MIP:

Annualized Base Pay:	$	304,772
Performance Incentive Compensation Target (at 100% of Plan):	$	152,386
Total Annual Target Compensation (at 100% of Plan):	$	457,158

Perma-Fix Environmental Services, Inc.

2023 Management Incentive Plan

CFO MIP MATRIX

Target Objectives	Performance Target Achieved
	75%-89%		90%-110%		111%-129%		130%-150%		>150%
Revenue (1) (6)	$	7,619	$	15,239	$	25,035	$	33,743	$	40,273
EBITDA (2)		57,146		114,289		150,209		202,455		241,641
Health & Safety (3) (6)		5,714		11,429		11,429		11,429		11,429
Permit & License Violations (4) (6)		5,714		11,429		11,429		11,429		11,429
	$	76,193	$	152,386	$	198,102	$	259,056	$	304,772

30

EVP of Strategic Initiatives MIP:

Annualized Base Pay:	$	253,980
Performance Incentive Compensation Target (at 100% of Plan):	$	126,990
Total Annual Target Compensation (at 100% of Plan):	$	380,970

Perma-Fix Environmental Services, Inc.

2023 Management Incentive Plan

EVP OF STRATEGIC INITIATIVES MIP MATRIX

Target Objectives	Performance Target Achieved
	75%-89%		90%-110%		111%-129%		130%-150%		>150%
Revenue (1) (6)	$	6,350	$	12,699	$	20,863	$	28,119	$	33,562
EBITDA (2)		47,621		95,243		125,176		168,716		201,370
Health & Safety (3) (6)		4,762		9,524		9,524		9,524		9,524
Permit & License Violations (4) (6)		4,762		9,524		9,524		9,524		9,524
	$	63,495	$	126,990	$	165,087	$	215,883	$	253,980

EVP of Waste Treatment Operations MIP:

Annualized Base Pay:	$	261,233
Performance Incentive Compensation Target (at 100% of Plan):	$	130,617
Total Annual Target Compensation (at 100% of Plan):	$	391,850

Perma-Fix Environmental Services, Inc.

2023 Management Incentive Plan

EVP OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Objectives	Performance Target Achieved
	75%-89%		90%-110%		111%-129%		130%-150%		>150%
Revenue (1) (6)	$	6,531	$	13,062	$	18,660	$	26,123	$	31,721
EBITDA (2)		39,185		78,371		111,958		156,741		190,328
Health & Safety (3) (6)		9,796		19,592		19,592		19,592		19,592
Permit & License Violations (4) (6)		9,796		19,592		19,592		19,592		19,592
	$	65,308	$	130,617	$	169,802	$	222,048	$	261,233

EVP of Nuclear and Technical Services MIP:

Annualized Base Pay:	$	304,772
Performance Incentive Compensation Target (at 100% of Plan):	$	152,386
Total Annual Target Compensation (at 100% of Plan):	$	457,158

Perma-Fix Environmental Services, Inc.

2023 Management Incentive Plan

EVP OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX

Target Objectives	Performance Target Achieved
	75%-89%		90%-110%		111%-129%		130%-150%		>150%
Revenue (1) (6)	$	7,619	$	15,239	$	21,769	$	30,477	$	37,008
EBITDA (2)		45,716		91,431		130,617		182,863		222,048
Health & Safety (3) (6)		11,429		22,858		22,858		22,858		22,858
Cost Performance Incentive (5) (6)		11,429		22,858		22,858		22,858		22,858
	$	76,193	$	152,386	$	198,102	$	259,056	$	304,772

⁽¹⁾ Revenue was defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2023 financial statements. The percentage achieved was determined by comparing the actual consolidated revenue for 2023 to the Board-approved revenue target for 2023.

31

(2)

EBITDA was defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations. The percentage achieved was determined by comparing the actual EBITDA to the Board-approved EBITDA target for 2023.

(3)

The Health and Safety Incentive target was based upon the actual number of Worker’s Compensation Lost Time Accidents (“WCLTA”), as provided by the Company’s Worker’s Compensation carrier. For the EVP of Nuclear and Technical Services and the EVP of Waste Treatment Operations, the incentive target was based on actual number of WCLTA in the Services and Treatment Segments only, respectively. The Corporate Controller submitted a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by the company’s carrier or broker. Such claims were identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding performance target thresholds was established for the annual Incentive Compensation Plan calculation for 2023.

Work Comp. Claim Number	Performance Target Achieved
3	75%-89%
2	90%-110%
1	111%-129%
1	130%-150%
1	>150%

⁽⁴⁾ Permits or License Violations incentive was earned/determined according to the scale set forth below: An “official notice of non-compliance” was defined as an official communication during 2023 from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which resulted in a facility’s implementation of corrective action(s) which included a material financial obligation, as determined by the Company’s Board of Directors in their sole discretion, to the Company.

Permit and License Violations	Performance Target Achieved
3	75%-89%
2	90%-110%
1	111%-129%
1	130%-150%
1	>150%

⁽⁵⁾ CPI incentive was earned/determined by maintaining project performance metrics for all Firm Fixed Price task orders and projects to include monitoring CPI based on recognized earned value calculations. As defined through monthly project reviews, all CPI metrics should exceed 1.0 for Nuclear Services Projects. A cumulative CPI (CCPI) was calculated from all fixed cost contracts. The following CCPI and corresponding performance target thresholds were established for annual incentive compensation plan calculation for 2023.

CPI (if CCPI is)	Performance Target Achieved
0.75-0.89	75%-89%
0.90-1.10	90%-110%
1.11-1.29	111%-129%
1.30-1.50	130%-150%
>1.50	>150%

⁽⁶⁾ No performance incentive compensation was payable for the target objective unless a minimum of 75% of the EBITDA target objective was achieved.

32

Compensation Earned Under 2023 MIPs

The following tables set forth the MIP compensation earned by the CEO, CFO, EVP of Strategic Initiatives, EVP of Nuclear and Technical Services and the EVP of Waste Treatment Operations for fiscal year 2023. The total compensation earned by the NEOs under the 2023 MIPs is expected to be paid by the end of June 2024:

CEO
	Performance Target	MIP Compensation
Target Objectives:	Threshold Achieved	Earned
Revenue	90%-110%	$	18,744
EBITDA	90%-110%		112,461
Health & Safety	90%-110%		28,115
Permit & License Violations	>150%		28,115
Total Performance Compensation		$	187,435

CFO
	Performance Target	MIP Compensation
Target Objectives:	Threshold Achieved	Earned
Revenue	90%-110%	$	15,239
EBITDA	90%-110%		114,289
Health & Safety	90%-110%		11,429
Permit & License Violations	>150%		11,429
Total Performance Compensation		$	152,386

EVP of Strategic Initiatives
	Performance Target	MIP Compensation
Target Objectives:	Threshold Achieved	Earned
Revenue	90%-110%	$	12,699
EBITDA	90%-110%		95,243
Health & Safety	90%-110%		9,524
Permit & License Violations	>150%		9,524
Total Performance Compensation		$	126,990

EVP of Nuclear and Technical Services
	Performance Target	MIP Compensation
Target Objectives:	Threshold Achieved	Earned
Revenue	90%-110%	$	15,239
EBITDA	90%-110%		91,431
Health & Safety	>150%		22,858
CPI	>150%		22,858
Total Performance Compensation		$	152,386

EVP of Waste Treatment Operations
	Performance Target	MIP Compensation
Target Objectives:	Threshold Achieved	Earned
Revenue	90%-110%	$	13,062
EBITDA	90%-110%		78,371
Health & Safety	90%-110%		19,592
Permit & License Violations	>150%		19,592
Total Performance Compensation		$	130,617

2024 MIPs

On January 18, 2024, the Compensation Committee and the Board (with Mr. Mark Duff and Dr. Louis Centofanti abstaining) approved individual MIPs for the calendar year 2024 for each of the NEOs. Each of the MIPs is effective January 1, 2024.

33

The performance compensation payable under each MIP is based upon meeting certain of the Company’s separate target objectives during 2024 as described in each of the MIPs below, provided, however, no performance compensation will be paid for attaining any of the Company’s separate target objectives unless a minimum of 75% of the EBITDA target objective is achieved. In formulating such targets, the Compensation Committee and the Board considered 2023 results, the Board-approved budget for 2024, economic conditions, forecasts for 2024 government spending, as well as the Compensation Committee’s expectation for performance that in its estimation would warrant payment of incentive cash compensation

Performance compensation amounts under the 2024 MIPs are to be paid on or about 90 days after year-end, or sooner, based on finalization of our audited financial statements for 2024.

The Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the various target amounts described below, at any time and for any reason.

The total to be paid to the NEOs under the MIPs shall not exceed 50% of the Company’s pre-tax net income prior to the calculation of performance compensation.

The following schedules reflect performance compensation payable under each of the MIPs, along with a description of the target objectives.

CEO MIP:

Annualized Base Pay:	$	417,155
Performance Incentive Compensation Target (at 100% of Plan):	$	208,578
Total Annual Target Compensation (at 100% of Plan):	$	625,733

Perma-Fix Environmental Services, Inc.

2024 Management Incentive Plan

CEO MIP MATRIX

Target Objectives	Performance Target Achieved
	75%-89%		90%-110%		111%-129%		130%-150%		>150%
Revenue (1) (6)	$	10,429	$	20,858	$	35,756	$	50,655	$	80,451
EBITDA (2)		62,572		125,146		214,537		303,927		482,708
Health & Safety (4) (6)		15,643		31,287		31,287		31,287		31,287
Permit & License Violations (5) (6)		15,643		31,287		31,287		31,287		31,287
	$	104,287	$	208,578	$	312,867	$	417,156	$	625,733

34

CFO MIP:

Annualized Base Pay:	$	332,811
Performance Incentive Compensation Target (at 100% of Plan):	$	166,406
Total Annual Target Compensation (at 100% of Plan):	$	499,217

Perma-Fix Environmental Services, Inc.

2024 Management Incentive Plan

CFO MIP MATRIX

Target Objectives	Performance Target Achieved
	75%-89%		90%-110%		111%-129%		130%-150%		>150%
Revenue (1) (6)	$	8,320	$	16,641	$	27,338	$	36,847	$	43,979
EBITDA (2)		62,401		124,805		164,029		221,082		263,872
		70,721		141,446		191,367		257,929		307,851

		Performance Target Achieved
		100	%		100	%		100	%		100	%		100	%
Regulatory Filing (3) (6)		24,960			24,960			24,960			24,960			24,960
	$	95,681		$	166,406		$	216,327		$	282,889		$	332,811

EVP of Strategic Initiatives MIP:

Annualized Base Pay:	$	277,346
Performance Incentive Compensation Target (at 100% of Plan):	$	138,673
Total Annual Target Compensation (at 100% of Plan):	$	416,019

Perma-Fix Environmental Services, Inc.

2024 Management Incentive Plan

EVP OF STRATEGIC INITIATIVES MIP MATRIX

Target Objectives	Performance Target Achieved
	75%-89%		90%-110%		111%-129%		130%-150%		>150%
Revenue (1) (6)	$	6,935	$	13,867	$	22,782	$	30,706	$	36,649
EBITDA (2)		52,002		104,006		136,692		184,237		219,897
Health & Safety (4) (6)		5,200		10,400		10,400		10,400		10,400
Permit & License Violations (5) (6)		5,200		10,400		10,400		10,400		10,400
	$	69,337	$	138,673	$	180,274	$	235,743	$	277,346

EVP of Waste Treatment Operations MIP:

Annualized Base Pay:	$	285,267
Performance Incentive Compensation Target (at 100% of Plan):	$	142,634
Total Annual Target Compensation (at 100% of Plan):	$	427,901

Perma-Fix Environmental Services, Inc.

2024 Management Incentive Plan

EVP OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Objectives	Performance Target Achieved
	75%-89%		90%-110%		111%-129%		130%-150%		>150%
Revenue (1) (6)	$	7,132	$	14,263	$	20,376	$	28,527	$	34,640
EBITDA (2)		42,789		85,581		122,257		171,160		207,837
Health & Safety (4) (6)		10,698		21,395		21,395		21,395		21,395
Permit & License Violations (5) (6)		10,698		21,395		21,395		21,395		21,395
	$	71,317	$	142,634	$	185,423	$	242,477	$	285,267

⁽¹⁾ Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2024 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2024 to the Board-approved revenue target for 2024.

35

⁽²⁾ EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations. The percentage achieved is determined by comparing the actual EBITDA to the Board-approved EBITDA target for 2024.

⁽³⁾ Regulatory Filing Incentive Target is based on meeting all deadlines (including allowable extension granted by the Commission) for the Form 10-K, Form 10-Qs and 8-Ks required by the Commission.

⁽⁴⁾ The Health and Safety Incentive target was based upon the actual number of Worker’s Compensation Lost Time Accidents (“WCLTA”), as provided by the Company’s Worker’s Compensation carrier. For the EVP of Waste Treatment Operations, the incentive target is based on actual number of WCLTA in the Treatment Segments only. The Corporate Controller will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by the company’s carrier or broker. Such claims will be identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding performance target thresholds has been established for the annual Incentive Compensation Plan calculation for 2024.

Work Comp. Claim Number	Performance Target Achieved
3	75%-89%
2	90%-110%
1	111%-129%
1	130%-150%
1	>150%

⁽⁵⁾ Permits or License Violations incentive is earned/determined according to the scale set forth below: An “official notice of non-compliance” is defined as an official communication during 2024 from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which results in a facility’s implementation of corrective action(s) which includes a material financial obligation, as determined by the Company’s Board of Directors in their sole discretion, to the Company.

Permit and License Violations	Performance Target Achieved
3	75%-89%
2	90%-110%
1	111%-129%
1	130%-150%
1	>150%

⁽⁶⁾ No performance incentive compensation will be payable for the target objective unless a minimum of 75% of the EBITDA target objective is achieved.

36

Long-Term Incentive Compensation

Employee Stock Option Plans

The 2017 Stock Option Plan ( the “2017 Plan”) encourages participants to focus on long-term performance and provides an opportunity for executive officers and certain designated key employees to increase their stake in the Company. Stock options succeed by delivering value to executives only when the value of our stock increases. The 2017 Plan authorizes the grant of NQSOs and ISOs for the purchase of our Common Stock.

The 2017 Option Plan assists the Company to:

● enhance the link between the creation of stockholder value and long-term executive incentive compensation;

● provide an opportunity for increased equity ownership by executives; and

● maintain competitive levels of total compensation;

Stock option award levels are determined based on market data, vary among participants based on their positions with the Company and are granted generally at the Compensation Committee’s regularly scheduled July or August meeting. Newly hired or promoted executive officers who are eligible to receive options are generally awarded such options at the next regularly scheduled Compensation Committee meeting following their hire or promotion date.

Options are awarded with an exercise price equal to or not less than the closing price of the Company’s Common Stock on the date of the grant as reported on the Nasdaq. In certain limited circumstances, the Compensation Committee may grant options to an executive at an exercise price in excess of the closing price of the Company’s Common Stock on the grant date.

The Company’s NEOs have outstanding options from the Company’s 2017 Plan (See “Executive Compensation – Outstanding Equity Awards at Fiscal Year-End - Outstanding Equity Awards at December 31, 2023” for outstanding options for each of our NEOs).

In cases of termination of an executive officer’s employment due to death, by the executive for “good reason,” by the Company without cause, and due to a “change of control,” all outstanding stock options to purchase common stock held by the executive officer will immediately become exercisable in full (see further discussion of the exercisability term of these options in each of these circumstances in “EXECUTIVE COMPENSATION – Employment Agreements”). Otherwise, vesting of option awards ceases upon termination of employment and exercise right of the vested option amount ceases upon three months from termination of employment except in the case of retirement (subject to a six-month limitation) and disability (subject to a one-year limitation).

Accounting for Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation.” ASC 718 establishes accounting standards for entity exchanges of equity instruments for goods or services. ASC 718 requires all stock-based payments to employees and non-employees, including grants of stock options, to be recognized in the income statement based on their fair values. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards which requires subjective assumptions. Assumptions used to estimate the fair value of stock options granted include the exercise price of the award, the expected term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual dividend yield. We recognize stock-based compensation expense using a straight-line amortization method over the requisite period, which is generally the vesting period of the stock option grant.

Retirement and Other Benefits

401(k) Plan

The Company adopted the Perma-Fix Environmental Services, Inc. 401(k) Plan (the “401(k) Plan”) in 1992, which is intended to comply with Section 401 of the Internal Revenue Code and the provisions of the Employee Retirement Income Security Act of 1974. All full-time employees who have attained the age of 18 are eligible to participate in the 401(k) Plan. Eligibility is immediate upon employment but enrollment is only allowed during four quarterly open periods of January 1, Apri1 1, July 1, and October 1. Participating employees may make annual pretax contributions to their accounts up to 100% of their compensation, up to a maximum amount as limited by law. At our discretion, we may make matching contributions based on the employee’s elective contributions. Company contributions vest over a period of five years. In 2023, the Company contributed approximately $576,000 in 401(k) matching funds, of which approximately $34,000 was for our NEOs (see the “Summary Compensation” table for 401(k) matching fund contributions made for the NEOs for 2023).

37

Perquisites and Other Personal Benefits

The Company provides executive officers with limited perquisites and other personal benefits (health/disability/life insurance) that the Company and the Compensation Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to executive officers. The executive officers are provided an auto allowance.

Equity Compensation Plans

The following table sets forth information as of December 31, 2023, with respect to our equity compensation plans.

	Equity Compensation Plan
Plan Category	Number of securities to be issued upon exercise of outstanding options warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)		(b)		(c)
Equity compensation plans approved by stockholders		994,500	$	5.57		1,039,180
Equity compensation plans not approved by stockholders		—		—		—
Total		994,500	$	5.57		1,039,180

Compensation Risk Assessment

In reviewing our executive compensation program, the Company considers whether the program encourages unnecessary or excessive risk taking and has concluded that its compensation policies do not create risks that are reasonably likely to have a material adverse effect on the Company. This conclusion was based on the assessment performed by the Company, with input from the Company’s executive management and its outside securities counsel. The Company’s assessment included consideration of Item 402(s) of Regulation S-K, promulgated under the Securities Act, as discussed with the Company’s management following in-depth discussions of Item 402(s) with our outside securities counsel. In conducting the Company’s risk assessment, numerous factors were considered, including:

● the Company does not offer significant short-term incentives that would reasonably be considered as motivating high-risk investments or other conduct that is not consistent with the long term goals of the Company;

● the mix between short-term and long-term compensation;

● the type of equity awards granted to employees and level of equity and equity award holdings; and

● the historical emphasis at the Company on long-term growth and profitability over short-term gains.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Schelhammer Capital Bank AG, a banking institution regulated by the banking regulations of Austria, has represented to the Company that as of May 13, 2024, it holds of record as a nominee for, and as an agent of, certain accredited investors, 1,812,455 shares of our Common Stock. None of the Common Stock held by Schelhammer Capital Bank AG for the account of any single investor represents more than 4.9% of our Common Stock and, to the best knowledge of Schelhammer Capital Bank AG, as far as stocks held by such investors in accounts with Schelhammer Capital Bank AG, none of such investors act together as a group or otherwise act in concert for the purpose of voting on matters subject to the vote of our stockholders or for purpose of disposition or investment of such stock. Additionally, the investors for whom Schelhammer Capital Bank AG acts as nominee with respect to such shares maintain full voting and dispositive power over the Common Stock beneficially owned by such investors, and Schelhammer Capital Bank AG has neither voting nor investment power over such shares. Accordingly, Schelhammer Capital Bank AG believes that (i) it is not the beneficial owner, as such term is defined in Rule 13d-3 of the Exchange Act, of the shares of Common Stock registered in Schelhammer Capital Bank AG’s name because (a) Schelhammer Capital Bank AG holds the Common Stock as a nominee only, (b) Schelhammer Capital Bank AG has neither voting nor investment power over such shares, and (c) Schelhammer Capital Bank AG has not nominated or sought to nominate, and does not intend to nominate in the future, any person to serve as a member of our Board; and (ii) it is not required to file reports under Section 16(a) of the Exchange Act or to file either Schedule 13D or Schedule 13G in connection with the shares of our Common Stock registered in the name of Schelhammer Capital Bank AG.

38

Notwithstanding the previous paragraph, if Schelhammer Capital Bank AG’s representations to us described above are incorrect or if the investors for whom Schelhammer Capital Bank AG acts as nominee are acting as a group, then Schelhammer Capital Bank AG or a group of such investors could be a beneficial owner of more than 5% of our voting securities. If Schelhammer Capital Bank AG was deemed the beneficial owner of such shares, the following table sets forth information as to the shares of voting securities that Schelhammer Capital Bank AG may be considered to beneficially own on May 13, 2024:

Name of Record Owner	Title Of Class		Amount and Nature of Ownership		Percent Of Class (*)
Schelhammer Capital Bank AG		Common		1,812,455(+)		11.48	%

^(*) This calculation is based upon 15,788,386 shares of Common Stock outstanding on May 30, 2024, plus the number of shares of Common Stock which Schelhammer Capital Bank AG, as agent for certain accredited investors, has the right to acquire within 60 days, which is none.

⁽⁺⁾ This amount is the number of shares that Schelhammer Capital Bank AG has represented to us that it holds of record as nominee for, and as an agent of, certain accredited investors. As of May 13, 2024, the date of Schelhammer Capital Bank AG’s representations to us, Schelhammer Capital Bank AG has no warrants or options to acquire, as agent for certain investors, additional shares of our Common Stock. Although Schelhammer Capital Bank AG is the record holder of the shares of Common Stock described in this note, Schelhammer Capital Bank AG has advised us that it does not believe it is a beneficial owner of the Common Stock or that it is required to file reports under Section 16(a) or Section 13(d) of the Exchange Act. Schelhammer Capital Bank AG has advised us that it (a) holds the Common Stock as a nominee only and that it does not exercise voting or investment power over the Common Stock held in its name and that no one investor for which it holds our Common Stock holds more than 4.9% of our issued and outstanding Common Stock and (b) has not nominated, and has not sought to nominate, and does not intend to nominate in the future, any person to serve as a member of our Board. Accordingly, we do not believe that Schelhammer Capital Bank AG is our affiliate. Schelhammer Capital Bank AG’s address is Goldschmiedgasse 3, A-1010 Wien, Austria.

Security Ownership of Management

The following table sets forth information as to the shares of voting securities beneficially owned as of May 30, 2024, by each of our directors and NEOs and by all of our directors and NEOs as a group. Beneficial ownership has been determined in accordance with the rules promulgated under Section 13(d) of the Exchange Act. A person is deemed to be a beneficial owner of any voting securities for which that person has the right to acquire beneficial ownership within 60 days.

	Amount and Nature
Name of Beneficial Owner (2)	of Beneficial Owner (1)			Percent of Class (1)
Thomas P. Bostick (3)		57,225	(3)		*
Kerry C. Duggan (4)		41,135	(4)		*
Dr. Louis F. Centofanti (5)		298,009	(5)		1.88	%
Joseph T. Grumski (6)		74,270	(6)		*
Joe R. Reeder (7)		243,514	(7)		1.54	%
Larry M. Shelton (8)		203,083	(8)		1.28	%
Zack P. Wamp (9)		71,516	(9)		*
Mark A. Zwecker (10)		258,282	(10)		1.63	%
Mark Duff (11)		169,952	(11)		1.07	%
Richard Grondin (12)		28,780	(12)		*
Ben Naccarato (13)		70,877	(13)		*
Directors and Executive Officers as a Group (11 persons)		1,516,643	(14)		9.44	%

*Indicates beneficial ownership of less than one percent (1%).

39

⁽¹⁾ The number of shares and the percentage of outstanding Common Stock shown as beneficially owned by a person are based upon 15,788,386 shares of Common Stock outstanding on May 30, 2024, and the number of shares of Common Stock which such person has the right to acquire beneficial ownership of within 60 days.

⁽²⁾ The business address of each person, for the purposes hereof, is c/o Perma-Fix Environmental Services, Inc., 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350.

⁽³⁾ LTG (Ret.) Bostick has sole and voting and investment power over all shares shown, which include: (i) 36,225 shares of Common Stock held of record by LTG (Ret.) Bostick, (ii) options to purchase 13,500 shares which are immediately exercisable, and (iii) options to purchase 7,500 shares which will be exercisable within 60 days of the Record Date.

⁽⁴⁾ Ms. Duggan has sole and voting and investment power over all shares shown, which include: (i) 20,135 shares of Common Stock held of record by Ms. Duggan, (ii) options to purchase 13,500 shares which are immediately exercisable, and (iii) options to purchase 7,500 shares which will be exercisable within 60 days of the Record Date.

⁽⁵⁾ These shares include (i) 206,209 shares held of record by Dr. Centofanti, (ii) immediately exercisable options to purchase 29,000 shares, and (iii) 62,800 shares held by Dr. Centofanti’s wife. Dr. Centofanti has sole voting and investment power over all such shares, except for the shares held by Dr. Centofanti’s wife, over which Dr. Centofanti shares voting and investment power.

⁽⁶⁾ Mr. Grumski has sole and voting and investment power over all shares shown, which include: (i) 50,870 shares of Common Stock held of record by Mr. Grumski, (ii) options to purchase 15,900 shares which are immediately exercisable, and (iii) options to purchase 7,500 shares which will be exercisable within 60 days of the Record Date.

⁽⁷⁾ Mr. Reeder has sole voting and investment power over all shares shown, which include: (i) 236,014 shares of Common Stock held of record, and (ii) options to purchase 7,500 shares which will be exercisable within 60 days of the Record Date.

⁽⁸⁾ Mr. Shelton has sole voting and investment power over all shares shown, which include: (i) 171,283 shares of Common Stock held of record by Mr. Shelton, (ii) options to purchase 24,300 shares which are immediately exercisable, and (iii) options to purchase 7,500 shares which will be exercisable within 60 days of the Record Date.

⁽⁹⁾ Mr. Wamp has sole voting and investment power over all shares shown, which include: (i) 43,316 shares of Common Stock held of record by Mr. Wamp, (ii) options to purchase 20,700 shares which are immediately exercisable, and (iii) options to purchase 7,500 shares which will be exercisable within 60 days of the Record Date.

⁽¹⁰⁾ Mr. Zwecker has sole voting and investment power over all shares shown, which include: (i) 226,482 shares of Common Stock held of record by Mr. Zwecker, (ii) options to purchase 24,300 shares which are immediately exercisable, and (iii) options to purchase 7,500 shares which will be exercisable within 60 days of the Record Date.

⁽¹¹⁾ Mr. Duff has sole voting and investment power over all shares shown, which include: (i) 110,952 shares of Common Stock held of record by Mr. Duff, and (ii) immediately exercisable options to purchase 59,000 shares.

⁽¹²⁾ Mr. Grondin has sole voting and investment power over all shares of Common Stock held of record by Mr. Grondin.

⁽¹³⁾ Mr. Naccarato has sole voting and investment power over all shares shown, which include: (i) 37,877 shares of Common Stock held of record by Mr. Naccarato, and (ii) immediately exercisable options to purchase 33,000 shares.

⁽¹⁴⁾ Amount includes options to purchase 233,200 shares which are immediately exercisable and options to purchase 52,500 shares which will be exercisable within 60 days of the Record Date.

PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Company’s Board of Directors has appointed Grant Thornton LLP (“Grant Thornton”) as the independent registered public accounting firm to audit the consolidated financial statements of the Company for fiscal year 2024. Grant Thornton has been the Company’s independent registered public accounting firm since July 9, 2014. It is expected that representatives of Grant Thornton will be present at the Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to answer appropriate questions.

The affirmative vote of the holders of a majority of the Common Stock present in person or by proxy at the Meeting and entitled to vote on the proposal is required for adoption of this proposal.

40

Stockholder ratification of the selection of Grant Thornton as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws. However, the Company is submitting the selection of Grant Thornton to the stockholders for ratification as a matter of good corporate practice. In the event the stockholders fail to ratify the selection, the Audit Committee of the Board of Directors will reconsider whether or not to retain Grant Thornton.

The following table reflects the aggregate fees for the audit and other services provided by Grant Thornton LLP, the Company’s independent registered public accounting firm, for fiscal years 2023 and 2022:

Fee Type	2023		2022
Audit Fees(1)	$	699,000	$	743,000
Tax Fees (2)		100,000		113,000
Total	$	799,000	$	856,000

⁽¹⁾ Audit fees consist of audit work performed in connection with the annual financial statements, the reviews of unaudited quarterly financial statements, and work generally only the independent registered accounting firm can reasonably provide, such as consents and review of regulatory documents filed with the Securities and Exchange Commission.

⁽²⁾ Fees for income tax planning, filing, and consulting.

The Audit Committee of the Company’s Board has considered whether Grant Thornton’s provision of the services described above for the fiscal years 2023 and 2022 was compatible with maintaining its independence.

Engagement of the Independent Auditor

To ensure that our independent registered public accounting firm is engaged only to provide audit and non-audit services that are compatible with maintaining its independence, the Audit Committee has a policy that requires the Committee to review and approve in advance all services to be provided by the Company’s independent accounting firm before the firm is engaged to provide those services. The Audit Committee considers non-audit services and fees when assessing auditor independence, and determined that tax return preparation and other tax compliance services is compatible with maintaining our accounting firm’s independence. All services under the headings Audit Fees and Tax Fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X of the Exchange Act. The Audit Committee’s pre-approval policy provides as follows:

● The Audit Committee will review and pre-approve on an annual basis all audits, audit-related, tax and other services, along with acceptable cost levels, to be performed by the independent accounting firm and any member of the independent accounting firm’s alliance network of firms, and may revise the pre-approved services during the period based on later determinations. Pre-approved services typically include: audits, quarterly reviews, regulatory filing requirements, consultation on new accounting and disclosure standards, employee benefit plan audits, reviews and reporting on management’s internal controls and specified tax matters.

● Any proposed service that is not pre-approved on the annual basis requires a specific pre-approval by the Audit Committee, including cost level approval.

● The Audit Committee may delegate pre-approval authority to one or more of the Audit Committee members. The delegated member must report to the Audit Committee, at the next Audit Committee meeting, any pre-approval decisions made.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL 3 – APPROVAL, BY AN ADVISORY (NON-BINDING) VOTE, OF THE 2023 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934 (“Exchange Act”), we are providing stockholders with an advisory (non-binding) vote on the approval of the 2023 compensation of our named executive officers (this vote is sometimes referred to as “say on pay”). The Company submits such a “say on pay” vote to stockholders annually. Accordingly, you may vote on the following resolution at the 2024 Meeting:

“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation paid to the Company’s named executive officers in 2023, as disclosed pursuant to Item 402 of Regulation S-K, the accompanying compensation tables, and the related narrative discussion, in the Company’s 2024 Proxy Statement.”

41

As described in this Proxy Statement, our executive compensation programs are designed to enable us to attract, motivate, and retain executive talent, who are critical to our success. Our compensation is centered around a pay-for-performance philosophy. We believe that our executive compensation program, with its balance of cash incentives designed to reward achievement of key performance goals set for the year and longer-term equity-based incentives, compensates our executives for performance directly linked to stockholder value creation.

The affirmative vote of the holders of a majority of the Common Stock present in person or by proxy at the Meeting and entitled to vote on the proposal is required for adoption of this proposal.

The vote on this Proposal 3 is not intended to address any specific element of compensation and is advisory, which means that the vote is not binding on the Company, our Board of Directors, and the Compensation Committee. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and will review the voting results in connection with their ongoing evaluation of the Company’s compensation program and will consider the outcome of the vote when making future compensation decisions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL, BY ADVISORY (NON-BINDING) VOTE, OF THE 2023 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

In order to be considered for inclusion in our proxy materials, you must submit proposals for next year’s annual meeting in writing to our Secretary at our executive offices at 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350, on or prior to February 8, 2025. Such proposals also must comply with Rule 14a-8 under the Securities Exchange Act of 1934.

In accordance with our Bylaws, a stockholder who intends to submit a proposal for consideration, but not for inclusion in our proxy materials, must provide written notice of the matter to our Secretary at 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350, not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. As a result, any notice given by or on behalf of a stockholder pursuant to these provisions of our Bylaws (and not pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) must be received no earlier than March 21, 2025, and no later than April 21, 2025.

OTHER MATTERS AND INFORMATION

Other Business

The Board of Directors has no knowledge of any business to be presented for consideration at the Meeting other than as described above. Should any such matters properly come before the Meeting or any adjournment thereof, the persons acting as proxies will have discretionary authority to vote such proxy in accordance with their best judgment on such matters and with respect to matters incident to the conduct of the Meeting.

Other Information

Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, including the financial statements and financial statement schedules, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available on our website at www.perma-fix.com or on the website maintained by the Securities and Exchange Commission at www.sec.gov. Printed copies of these materials are available free of charge (except for the costs of duplication and mailing in the case of exhibits to such documents) to stockholders who request them in writing from our corporate secretary at Perma-Fix Environmental Services, Inc., 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350.

42