Perma-Fix Environmental Services Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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) |
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| (Former name or former address, if changed since last report) |
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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.
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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) |
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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 | ||
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