false
0000891532
PERMA FIX ENVIRONMENTAL SERVICES INC
0000891532
2024-01-18
2024-01-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) January 18, 2024
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
1-11596
|
|
58-1954497 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
8302
Dunwoody Place, Suite 250, Atlanta, Georgia |
|
30350 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (770) 587-9898
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 |
Common
Stock, Par Value, $.001 Per Share |
|
PESI |
|
NASDAQ
Capital Markets |
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 18, 2024, the Compensation and Stock Option Committee (the “Compensation Committee”) of Perma-Fix Environmental Services,
Inc. (the “Company”) recommended approval of, and the Company’s Board of Directors approved, with Mark Duff and Dr.
Louis Centofanti abstaining, individual MIPs for the calendar year 2024 for Mark Duff, our Chief Executive Officer (the “CEO”);
Ben Naccarato, our Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”); Dr. Louis Centofanti,
our EVP of Strategic Initiatives; and Richard Grondin, our EVP of Waste Treatment Operations (collectively, the “Executive Officers”).
Each of the MIPs is effective January 1, 2024 and applicable for the 2024 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 2024
as described in the separate MIPs for each of the Executive Officers, attached to this Report as Exhibits 99.1 to 99.4, incorporated
herein by reference.
All
of the 2024 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 measure. In formulating such targets, the Compensation Committee and the Board considered 2023 results, the Board-approved
budget for 2024, economic conditions, and forecasts for 2024 government spending. Other performance criteria for all Executive
Officers other than the EVP and Chief Financial Officer include health, safety, and compliance statistics, as well as permit and
license violations. In addition to performance targets for revenue and EBITDA, the 2024 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.
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 2024 base salary for the CEO ($104,287 to $625,733), 29% to 100% of the 2024 base
salary for the CFO ($95,681 to $332,811), 25% to 100% of the 2024 base salary for the EVP of Strategic Initiatives ($69,337 to $277,346),
and 25% to 100% ($71,317 to $285,267) of the 2024 base salary for the EVP of Waste Treatment Operations.
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
above, at any time and for any reason.
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.
The
descriptions of the 2024 MIPs contained herein are qualified by reference to the respective MIPs attached to this Report as exhibits
99.1 to 99.4.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
Exhibit |
|
Description |
|
|
|
99.1 |
|
2024 Management Incentive Plan for Chief Executive Officer, approved January 18, 2024, but effective January 1, 2024. |
|
|
|
99.2 |
|
2024 Management Incentive Plan for Chief Financial Officer, approved January 18, 2024, but effective January 1, 2024. |
|
|
|
99.3 |
|
2024 Management Incentive Plan for EVP of Strategic Initiatives, approved January 18, 2024, but effective January 1, 2024. |
|
|
|
99.4 |
|
2024 Management Incentive Plan for EVP of Waste Treatment Operations, approved January 18, 2024, but effective January 1, 2024. |
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 23, 2024
|
PERMA-FIX
ENVIRONMENTAL SERVICES, INC. |
|
|
|
|
By:
|
/s/
Ben Naccarato |
|
|
Ben
Naccarato |
|
|
Executive
Vice President and |
|
|
Chief
F1inancial Officer |
Exhibit
99.1
*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, 2024
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, 2024 and incentive will be for entire year of 2024. 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 2024.
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.
[***]
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: | |
$ | 417,155 | |
Performance Incentive Compensation Target (at 100% of Plan): | |
$ | 208,578 | |
Total Annual Target Compensation (at 100% of Plan): | |
$ | 625,733 | |
The
Performance Incentive Compensation Paid is based on the CEO MIP MATRIX below.
Perma-Fix
Environmental Serivces, Inc.
2024
Management Incentive Plan
CEO
MIP MATRIX
Target Objectives | |
Performance Target Achieved | |
| |
75%-89% | | |
90%-110% | | |
111%-129% | | |
130%-150% | | |
>150% | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Revenue | |
$ | 10,429 | | |
$ | 20,858 | | |
$ | 35,756 | | |
$ | 50,655 | | |
$ | 80,451 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
EBITDA | |
| 62,572 | | |
| 125,146 | | |
| 214,537 | | |
| 303,927 | | |
| 482,708 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Health & Safety | |
| 15,643 | | |
| 31,287 | | |
| 31,287 | | |
| 31,287 | | |
| 31,287 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Permit & License Violations | |
| 15,643 | | |
| 31,287 | | |
| 31,287 | | |
| 31,287 | | |
| 31,287 | |
| |
$ | 104,287 | | |
$ | 208,578 | | |
$ | 312,867 | | |
$ | 417,156 | | |
$ | 625,733 | |
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, 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 2024, 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 2024. |
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 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% |
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, 2024 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 2024.
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 2024 - Compensation Plan. I have read and understand
and accept employment under the terms and conditions set forth therein.
/s/
Mark Duff |
|
01/19/2024 |
|
Mark
Duff |
|
Date |
|
|
|
|
|
/s/
Larry Shelton |
|
01/22/2024 |
|
Board
of Directors |
|
Date |
|
Exhibit
99.2
*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, 2024
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, 2024 and incentive will be for entire year of 2024. 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 2024.
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.
[***]
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: | |
$ | 332,811 | |
Performance Incentive Compensation Target (at 100% of Plan): | |
$ | 166,406 | |
Total Annual Target Compensation (at 100% of Plan): | |
$ | 499,217 | |
The
Performance Incentive Compensation Paid is based on the CFO MIP MATRIX below.
Perma-Fix
Environmental Serivces, Inc.
2024
Management Incentive Plan
CFO
MIP MATRIX
Annualized
Base Pay:
Performance
Incentive Compensation Target (at 100% of Plan):
Total
Annual Target Compensation (at 100% of Plan):
Target Objectives | |
Performance Target Achieved | |
| |
| 75%-89% | | |
| 90%-110% | | |
| 111%-129% | | |
| 130%-150% | | |
| >150% | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Revenue | |
$ | 8,320 | | |
$ | 16,641 | | |
$ | 27,338 | | |
$ | 36,847 | | |
$ | 43,979 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
EBITDA | |
| 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 | |
| 24,960 | | |
| 24,960 | | |
| 24,960 | | |
| 24,960 | | |
| 24,960 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
$ | 95,681 | | |
$ | 166,406 | | |
$ | 216,327 | | |
$ | 282,889 | | |
$ | 332,811 | |
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, 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 2024, 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 SEC) for the Form 10-K, Form
10-Q and 8-Ks required by SEC (Securities and Exchange Commission). |
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. |
Performance
Incentive Compensation Payment
Effective
date of plan is January 1, 2024 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 2024.
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 2024 - Compensation Plan. I have read and understand and accept employment
under the terms and conditions set forth therein.
/s/
Ben Naccarato |
|
01/19/2024 |
|
Ben
Naccarato |
|
Date |
|
|
|
|
|
/s/
Larry Shelton |
|
01/22/2024 |
|
Board
of Directors |
|
Date |
|
Exhibit
99.3
*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, 2024
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, 2024 and incentive will be for entire year of 2024. 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 2024.
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.
[***]
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: | |
$ | 277,346 | |
Performance Incentive Compensation Target (at 100% of Plan): | |
$ | 138,673 | |
Total Annual Target Compensation (at 100% of Plan): | |
$ | 416,019 | |
The
Performance Incentive Compensation Paid is based on the EVP OF STRATEGIC INITIATIVES MATRIX below.
Perma-Fix
Environmental Serivces, 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 | |
$ | 6,935 | | |
$ | 13,867 | | |
$ | 22,782 | | |
$ | 30,706 | | |
$ | 36,649 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
EBITDA | |
| 52,002 | | |
| 104,006 | | |
| 136,692 | | |
| 184,237 | | |
| 219,897 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Health & Safety | |
| 5,200 | | |
| 10,400 | | |
| 10,400 | | |
| 10,400 | | |
| 10,400 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Permit & License Violations | |
| 5,200 | | |
| 10,400 | | |
| 10,400 | | |
| 10,400 | | |
| 10,400 | |
| |
$ | 69,337 | | |
$ | 138,673 | | |
$ | 180,274 | | |
$ | 235,743 | | |
$ | 277,346 | |
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, 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 2024, 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 2024. |
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 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% |
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, 2024 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 2024.
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 2024 - Compensation Plan. I have read and
understand and accept employment under the terms and conditions set forth therein.
/s/
Louis Centofanti |
|
01/19/2024 |
|
Dr.
Louis Centofanti |
|
Date |
|
|
|
|
|
/s/
Larry Shelton |
|
01/22/2024 |
|
Board
of Directors |
|
Date |
|
Exhibit
99.4
*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 OF WASTE TREATMENT OPERATIONS
Effective:
January 1, 2024
EXECUTIVE
VICE PRESIDENT OF WASTE TREATMENT OPERATIONS
PURPOSE:
To define the compensation plan for the EXECUTIVE VICE PRESIDENT (“EVP”) OF WASTE TREATMENT 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
OF WASTE TREATMENT OPERATIONS MIP Matrix below. Effective date of plan is January 1, 2024 and incentive will be for entire year of 2024.
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 2024.
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.
[***]
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 OF WASTE TREATMENT OPERATIONS
Base
Pay and Performance Incentive Compensation Targets
The
compensation for the below named individual as follows:
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 | |
The
Performance Incentive Compensation Target is based on the EVP of WASTE TREATMENT OPERATIONS MIP Matrix below.
Perma-Fix
Environmental Serivces, 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 | |
$ | 7,132 | | |
$ | 14,263 | | |
$ | 20,376 | | |
$ | 28,527 | | |
$ | 34,640 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
EBITDA | |
| 42,789 | | |
| 85,581 | | |
| 122,257 | | |
| 171,160 | | |
| 207,837 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Health & Safety | |
| 10,698 | | |
| 21,395 | | |
| 21,395 | | |
| 21,395 | | |
| 21,395 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Permit & License Violations | |
| 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, 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 2024, 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 in the Company’s
Treatment Segment, 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 2024. |
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 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% |
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, 2024. 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 2024.
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 OF WASTE TREATMENT OPERATIONS 2024 - Compensation Plan. I have read and understand and
accept employment under the terms and conditions set forth therein.
/s/
Richard Grondin |
|
01/20/2024 |
|
Richard
Grondin |
|
Date |
|
|
|
|
|
/s/
Larry Shelton |
|
01/22/2024 |
|
Board
of Directors |
|
Date |
|
v3.23.4
Cover
|
Jan. 18, 2024 |
Cover [Abstract] |
|
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Document Period End Date |
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|
Entity File Number |
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|
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PERMA FIX ENVIRONMENTAL SERVICES INC
|
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|
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PermaFix Environmental S... (NASDAQ:PESI)
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