UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported)
| PERMA-FIX ENVIRONMENTAL SERVICES, INC. |
| (Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
| Not applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Principal Officers.
Management Incentive Plans (“MIPs”)
On January 22, 2026, upon the recommendation of the Compensation and Stock Option Committee (the “Compensation Committee”) of Perma-Fix Environmental Services, Inc. (the “Company”), the Company’s Board of Directors (the “Board”) approved, with Mark Duff and Dr. Louis Centofanti, each also an executive officer of the Company, abstaining, individual MIPs for the calendar year 2026 for the following executive officers: Mark Duff, Chief Executive Officer (the “CEO”); Ben Naccarato, Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”); Dr. Louis Centofanti, EVP of Strategic Initiatives; Richard Grondin, EVP of Hanford and International Waste Operations; and Troy Eshleman, Chief Operating Officer (“COO”) (all of such individuals collectively, the “Executive Officers”). Each of the MIPs is effective January 1, 2026 and applicable for the 2026 calendar year. Each MIP provides guidelines for the calculation of annual cash incentive-based compensation, subject to Compensation Committee oversight and modification.
The performance compensation under the MIP for each Executive Officer is based upon meeting certain separate target objectives during 2026 as described in the separate MIPs for each of the Executive Officers, attached to this Report as Exhibits 10.1 to 10.5, and incorporated herein by reference.
All of the 2026 MIPs include revenue and EBITDA (earnings before interest, taxes, depreciation and amortization) targets, which in the Compensation Committee’s expectation for performance would warrant payment of an incentive cash compensation. EBITDA is a non-GAAP (accounting principles generally accepted in the United States of America) measure. In formulating such targets, the Compensation Committee and the Board considered 2025 results, the Board-approved budget for 2026, economic conditions, and forecasts for 2026 government spending. Other performance criteria for all Executive Officers, other than the EVP and CFO and the EVP of Strategic Initiatives, include health, safety, and compliance statistics, as well as permit and license violations. In addition to performance targets for revenue and EBITDA, the 2026 MIP for the EVP and CFO includes a performance incentive for meeting regulatory filings deadlines for Form 10-Ks, Form 10-Qs and Form 8-Ks as required by the Securities and Exchange Commission, while the 2026 MIP for the EVP of Strategic Initiatives includes performance incentives payable for meeting certain targets in connection with the Company’s PFAS (Per- and polyfluoroalkyl substances) reactors.
Total potential target performance compensation is determined based on the percentage of the target achieved. The total potential target performance compensation payable ranges from 25% to 150% of the 2026 base salary for the CEO ($107,417 to $644,505), 29% to 100% of the 2026 base salary for the CFO ($98,553 to $342,795), 29% to 100% of the 2026 base salary for the EVP of Strategic Initiatives ($82,127 to $285,666), 25% to 100% ($81,180 to $324,725) of the 2026 base salary for the EVP of Hanford and International Waste Operations, and 25% to 100% of the 2026 base salary for the COO ($82,400 to $329,600).
Performance compensation amounts under the 2026 MIPs are to be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s 2026 audited financial statements.
The Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the various target amounts described above, at any time and for any reason, subject to approval by the Board.
The total to be paid to the Executive Officers under the MIPs, in the aggregate, may not exceed 50% of the Company’s pre-tax net income prior to the calculation of performance compensation. Additionally, no performance incentive compensation will be payable for any of the performance targets unless a minimum of 75% of the EBITDA Target is achieved.
| 2 |
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit | Description | |
| 10.1 | 2026 Management Incentive Plan for Chief Executive Officer, approved January 22, 2026, but effective January 1, 2026. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. | |
| 10.2 | 2026 Management Incentive Plan for Chief Financial Officer, approved January 22, 2026, but effective January 1, 2026. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. | |
| 10.3 | 2026 Management Incentive Plan for EVP of Strategic Initiatives, approved January 22, 2026, but effective January 1, 2026. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. | |
| 10.4 | 2026 Management Incentive Plan for EVP of Hanford and International Waste Operations, approved January 25, 2026, but effective January 1, 2026. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. | |
| 10.5 | 2026 Management Incentive Plan for Chief Operating Officer, approved January 22, 2026, but 26ffective January 1, 2026. CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 28, 2026
| PERMA-FIX ENVIRONMENTAL SERVICES, INC. | ||
| By: | /s/ Ben Naccarato | |
| Ben Naccarato | ||
| Executive Vice President and | ||
| Chief F1inancial Officer | ||
| 4 |
Exhibit 10.1
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
CHIEF EXECUTIVE OFFICER AND PRESIDENT
Effective: January 1, 2026
CEO 2026 MIP |
CHIEF EXECUTIVE OFFICER AND PRESIDENT
PURPOSE: To define the compensation plan for the Chief Executive Officer (“CEO”) and President.
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the CEO MIP MATRIX below. Effective date of plan is January 1, 2026 and incentive will be for entire year of 2026. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
The executive officer agrees and acknowledges that the executive officer is fully bound by, and subject to, all of the terms and conditions of the Company’s Clawback Policy (as may be amended, restated, supplemented for otherwise modified from time to time).
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
CEO 2026 MIP |
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
CHIEF EXECUTIVE OFFICER AND PRESIDENT
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 429,670 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 214,835 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 644,505 |
The Performance Incentive Compensation Paid is based on the CEO MIP MATRIX below.
Perma-Fix Environmental Serivces, Inc.
2026 Management Incentive Plan
CEO MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 10,742 | $ | 21,484 | $ | 36,829 | $ | 52,174 | $ | 82,866 | ||||||||||
| EBITDA | 64,449 | 128,901 | 220,973 | 313,045 | 497,189 | |||||||||||||||
| Health & Safety | 16,113 | 32,225 | 32,225 | 32,225 | 32,225 | |||||||||||||||
| Permit & License Violations | 16,113 | 32,225 | 32,225 | 32,225 | 32,225 | |||||||||||||||
| $ | 107,417 | $ | 214,835 | $ | 322,252 | $ | 429,669 | $ | 644,505 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2026 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2026 to the Board approved Revenue Target for 2026, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 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 2026, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | The Health and Safety Incentive Target is based upon the actual number of Worker’s Compensation Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. 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 2026. |
CEO 2026 MIP |
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 is earned/determined according to the scale set forth below: An “official notice of non-compliance” is defined as an official communication during 2026 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% |
| 5) | No performance incentive compensation will be payable for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 75% of the EBITDA Target is achieved. |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2026 and incentive will be for entire year. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned Chief Executive Officer and President 2026 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Mark Duff | 1/23/2026 | |
| Mark Duff | Date | |
| /s/ Larry Shelton | 1/26/2026 | |
| Board of Directors | Date |
CEO 2026 MIP |
Exhibit 10.2
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Effective: January 1, 2026
| CFO 2026 MIP |
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURPOSE: To define the compensation plan for the Chief Financial Officer (“CFO”).
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the CFO MIP MATRIX below. Effective date of plan is January 1, 2026 and incentive will be for entire year of 2026. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
The executive officer agrees and acknowledges that the executive officer is fully bound by, and subject to, all of the terms and conditions of the Company’s Clawback Policy (as may be amended, restated, supplemented for otherwise modified from time to time).
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
| CFO 2026 MIP |
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 342,795 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 171,398 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 514,193 |
The Performance Incentive Compensation Paid is based on the CFO MIP MATRIX below.
Perma-Fix Environmental Serivces, Inc.
2026 Management Incentive Plan
CFO MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 8,570 | $ | 17,140 | $ | 28,158 | $ | 37,952 | $ | 45,298 | ||||||||||
| EBITDA | 64,273 | 128,548 | 168,949 | 227,714 | 271,787 | |||||||||||||||
| 72,843 | 145,688 | 197,107 | 265,666 | 317,085 | ||||||||||||||||
| Performance Target Achieved | ||||||||||||||||||||
| 100% | 100% | 100% | 100% | 100% | ||||||||||||||||
| Regulatory Filing | 25,710 | 25,710 | 25,710 | 25,710 | 25,710 | |||||||||||||||
| $ | 98,553 | $ | 171,398 | $ | 222,817 | $ | 291,376 | $ | 342,795 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2026 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2026 to the Board approved Revenue Target for 2026, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 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 2026, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | Regulatory Filing Incentive Target is based on meeting all deadlines (including allowable extension granted by the Securities and Exchange Commission (“SEC”) for the Form 10-K, Form 10-Q and 8-Ks required by the SEC. |
| 4) | No performance incentive compensation will be payable for achieving the Regulatory Filing and revenue targets unless a minimum of 75% of the EBITDA Target is achieved. |
CEO 2026 MIP |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2026 and incentive will be for entire year. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned Chief Financial Officer 2026 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Ben Naccarato | 1/26/2026 | |
| Ben Naccarato | Date | |
| /s/ Larry Shelton | 1/26/2026 | |
| Board of Directors | Date |
| CFO 2026 MIP |
Exhibit 10.3
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT OF STRATEGIC INITIATIVES
Effective: January 1, 2026
EVP OF STRATEGIC INITIATVES 2026 MIP |
EVP OF STRATEGIC INITIATIVES
PURPOSE: To define the compensation plan for the Executive Vice President of Strategic Initiatives (“EVP of Strategic Initiatives”).
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the EVP OF STRATEGIC INITIATIVES MIP MATRIX below. Effective date of plan is January 1, 2026 and incentive will be for entire year of 2026. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
The executive officer agrees and acknowledges that the executive officer is fully bound by, and subject to, all of the terms and conditions of the Company’s Clawback Policy (as may be amended, restated, supplemented for otherwise modified from time to time).
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
EVP OF STRATEGIC INITIATVES 2026 MIP |
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
EVP OF STRATEGIC INITIATIVES
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 285,666 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 142,833 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 428,499 |
The Performance Incentive Compensation Paid is based on the EVP OF STRATEGIC INITIATIVES MATRIX below.
Perma-Fix Environmental Serivces, Inc.
2026 Management Incentive Plan
EVP OF STRATEGIC INITIATIVES MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 7,142 | $ | 14,283 | $ | 23,465 | $ | 31,627 | $ | 37,749 | ||||||||||
| EBITDA | 53,561 | 107,126 | 140,793 | 189,764 | 226,493 | |||||||||||||||
| 60,703 | 121,409 | 164,258 | 221,391 | 264,242 | ||||||||||||||||
| Performance Target Achieved | ||||||||||||||||||||
| 100% | 100% | 100% | 100% | 100% | ||||||||||||||||
| Perma-FAS Destruction Efficiency | 10,712 | 10,712 | 10,712 | 10,712 | 10,712 | |||||||||||||||
| PFAS Reactor Standards and Instructions | 10,712 | 10,712 | 10,712 | 10,712 | 10,712 | |||||||||||||||
| $ | 82,127 | $ | 142,833 | $ | 185,682 | $ | 242,815 | $ | 285,666 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2026 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2026 to the Board approved Revenue Target for 2026, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 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 2026, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | Perma-FAS Destruction Efficiency Target is defined as achieving Perma-FAS overall destruction efficiency production costs per unit equal to or less than $[***] per gallon. |
| 4) | PFAS Reactor Standards and Instruction Target is defined as development of final performance standards and operating instructions for both Gen 1 and Gen 2 reactors. |
| 5) | No performance incentive compensation will be payable for achieving the Perma-FAS Destruction Efficiency, the PFAS Reactor Standards and Instructions, and Revenue Targets unless a minimum of 75% of the EBITDA Target is achieved. |
EVP OF STRATEGIC INITIATVES 2026 MIP |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2026 and incentive will be for entire year. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned Executive Vice President of Strategic Initiatives 2026 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Louis Centofanti | 1/23/2026 | |
| Dr. Louis Centofanti | Date | |
| /s/ Larry Shelton | 1/26/2026 | |
| Board of Directors | Date |
EVP OF STRATEGIC INITIATVES 2026 MIP |
Exhibit 10.4
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
EXECUTIVE VICE PRESIDENT
HANFORD AND INTERNATIONAL WASTE OPERATIONS
Effective: January 1, 2026
| EVP- HANFORD AND INTERNATIONAL WASTE OPERATIONS 2026 MIP |
EXECUTIVE VICE PRESIDENT-HANFORD AND INTERNATIONAL WASTE OPERATIONS
PURPOSE: To define the compensation plan for the EXECUTIVE VICE PRESIDENT (“EVP”) – HANFORD AND INTERNATIONAL WASTE OPERATIONS.
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the EVP – HANFORD AND INTERNATIONAL WASTE OPERATIONS MIP Matrix below. Effective date of plan is January 1, 2026 and incentive will be for entire year of 2026. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
The executive officer agrees and acknowledges that the executive officer is fully bound by, and subject to, all of the terms and conditions of the Company’s Clawback Policy (as may be amended, restated, supplemented for otherwise modified from time to time).
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
| EVP- HANFORD AND INTERNATIONAL WASTE OPERATIONS 2026 MIP |
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
EVP – HANFORD AND INTERNATIONAL WASTE OPERATIONS
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 324,725 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 162,363 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 487,088 |
The Performance Incentive Compensation Target is based on the EVP – HANFORD AND INTERNATIONAL WASTE OPERATIONS MIP Matrix below.
Perma-Fix Environmental Serivces, Inc.
2026 Management Incentive Plan
EVP - HANFORD AND INTERNATINAL WASTE OPERATIONS MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 8,118 | $ | 16,236 | $ | 23,195 | $ | 32,473 | $ | 39,431 | ||||||||||
| EBITDA | 48,708 | 97,419 | 139,168 | 194,835 | 236,586 | |||||||||||||||
| Health & Safety | 12,177 | 24,354 | 24,354 | 24,354 | 24,354 | |||||||||||||||
| Permit & License Violations | 12,177 | 24,354 | 24,354 | 24,354 | 24,354 | |||||||||||||||
| $ | 81,180 | $ | 162,363 | $ | 211,071 | $ | 276,016 | $ | 324,725 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2026 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2026 to the Board approved Revenue Target for 2026, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 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 2026, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | The Health and Safety Incentive target is based upon the actual number of Worker’s Compensation Lost Time Accidents at the Company’s Perma-Fix Northwest facility and International operations, as provided by the Company’s Worker’s Compensation carrier. 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 2026. |
Work Comp. Claim Number | Performance Target Achieved | |
| 2 | 75%-89% | |
| 1 | 90%-110% | |
| 1 | 111%-129% | |
| 1 | 130%-150% | |
| 1 | >150% |
| EVP- HANFORD AND INTERNATIONAL WASTE OPERATIONS 2026 MIP |
| 4) | Permits or License Violations incentive is earned/determined according to the scale set forth below for the Company’s Perma-Fix Northwest facility and International operations: An “official notice of non-compliance” is defined as an official communication during 2026 from a local, state, foreign 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 | |
| 2 | 75%-89% | |
| 1 | 90%-110% | |
| 1 | 111%-129% | |
| 1 | 130%-150% | |
| 1 | >150% |
| 5) | No performance incentive compensation will be payable for achieving the health and safety, permit and license violations, and revenue targets unless a minimum of 75% of the EBITDA Target is achieved. |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2026. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned EVP – HANFORD AND INTERNATIONAL WASTE OPERATIONS 2026 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Richard Grondin | 1/23/2026 | |
| Richard Grondin | Date | |
| /s/ Larry Shelton | 1/26/2026 | |
| Board of Directors | Date |
| EVP- HANFORD AND INTERNATIONAL WASTE OPERATIONS 2026 MIP |
Exhibit 10.5
*CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED
CHIEF OPERATING OFFICER
Effective: January 1, 2026
| COO 2026 MIP |
CHIEF OPERATING OFFICER
PURPOSE: To define the compensation plan for the Chief Operation Officer (“COO”)
SCOPE: Perma-Fix Environmental Services, Inc.
POLICY: The Compensation Plan is designed to retain, motivate and reward the incumbent to support and achieve the business, operating and financial objectives of Perma-Fix Environmental Services, Inc. (the “Company”).
BASE SALARY: The Base Salary indicated below is paid in equal periodic installments per the regularly scheduled payroll.
PERFORMANCE INCENTIVE COMPENSATION: Performance Incentive Compensation is available based on the Company’s financial results noted in the CHIEF OPERATING OFFICER MIP MATRIX below. Effective date of plan is January 1, 2026 and incentive will be for entire year of 2026. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
ACKNOWLEDGEMENT: Payment of Performance Incentive Compensation of any type will be forfeited, unless the Human Resources Department has received a signed acknowledgement of receipt of the Compensation Plan prior to the applicable payment date.
The executive officer agrees and acknowledges that the executive officer is fully bound by, and subject to, all of the terms and conditions of the Company’s Clawback Policy (as may be amended, restated, supplemented for otherwise modified from time to time).
INTERPRETATIONS: The Compensation Committee of the Board of Directors retains the right to modify, change or terminate the Compensation Plan at any time and for any reason. It also reserves the right to determine the final interpretation of any provision contained in the Compensation Plan and it reserves the right to modify or change the Revenue and EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company. While the plan is intended to represent all situations and circumstances, some issues may not easily be addressed. The Compensation Committee will endeavor to review all standard and non-standard issues related to the Compensation Plan and will provide quick interpretations that are in the best interest of the Company, its shareholders and the incumbent.
| COO 2026 MIP |
[***] INDICATED CERTAIN INFORMATON IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IS PUBLICLY DISCLOSED
CHIEF OPERATING OFFICER
Base Pay and Performance Incentive Compensation Targets
The compensation for the below named individual as follows:
| Annualized Base Pay: | $ | 329,600 | ||
| Performance Incentive Compensation Target (at 100% of Plan): | $ | 164,800 | ||
| Total Annual Target Compensation (at 100% of Plan): | $ | 494,400 |
The Performance Incentive Compensation Paid is based on the CHIEF OPERATING OFFICER MATRIX below.
Perma-Fix Environmental Serivces, Inc.
2026 Management Incentive Plan
CHIEF OPERATING OFFICER MIP MATRIX
| Target Objectives | Performance Target Achieved | |||||||||||||||||||
| 75%-89% | 90%-110% | 111%-129% | 130%-150% | >150% | ||||||||||||||||
| Revenue | $ | 8,240 | $ | 16,480 | $ | 23,543 | $ | 32,960 | $ | 40,023 | ||||||||||
| EBITDA | 49,440 | 98,880 | 141,257 | 197,760 | 240,137 | |||||||||||||||
| Health & Safety | 12,360 | 24,720 | 24,720 | 24,720 | 24,720 | |||||||||||||||
| Permit & License Violations | 12,360 | 24,720 | 24,720 | 24,720 | 24,720 | |||||||||||||||
| $ | 82,400 | $ | 164,800 | $ | 214,240 | $ | 280,160 | $ | 329,600 | |||||||||||
| 1) | Revenue is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2026 financial statements. The percentage achieved is determined by comparing the actual consolidated revenue for 2026 to the Board approved Revenue Target for 2026, which is $[***]. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 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 2026, which is $[***]. The Board reserves the right to modify or change the EBITDA Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
| 3) | The Health and Safety Incentive Target is based upon the actual number of Worker’s Compensation Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. 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 2026. |
| COO 2026 MIP |
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 is earned/determined according to the scale set forth below: An “official notice of non-compliance” is defined as an official communication during 2026 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% |
| 5) | No performance incentive compensation will be payable for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 75% of the EBITDA Target is achieved. |
Performance Incentive Compensation Payment
Effective date of plan is January 1, 2026 and incentive will be for entire year. Performance incentive compensation will be paid on or about 90 days after year-end, or sooner, based on finalization of the Company’s audited financial statements for 2026.
In no event will Performance Incentive Compensation paid to all Executive Officers as a group exceed 50% of Pretax Net Income computed prior to the calculation of bonus expense. If applicable, Incentive Compensation payments will be reduced on a pro-rata basis, so not to exceed 50% of Pretax Net Income.
ACKNOWLEDGMENT:
I acknowledge receipt of the aforementioned Chief Operating Officer 2026 - Compensation Plan. I have read and understand and accept employment under the terms and conditions set forth therein.
| /s/ Troy Eshleman | 1/24/2026 | |
| Troy Eshleman | Date | |
| /s/ Larry Shelton | 1/26/2026 | |
| Board of Directors | Date |
| COO 2026 MIP |