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
The performance compensation under the MIP for each Executive Officers is based upon meeting certain separate target objectives during 2023 as described in the separate MIPs for each of the Executive Officers, attached to this Report as Exhibits 99.1 to 99.5, incorporated herein by reference.
All of the 2023 MIPs include revenue and EBITDA targets, which take into account the Board-approved budget for 2023 as well as the Compensation Committee's expectation for performance that in its estimation would warrant payment of incentive cash compensation. In formulating such targets, the Compensation Committee and the Board considered 2022 results, economic conditions, potential continued impact of COVID-19 and forecasts for 2023 government spending. Other performance criteria for all Executive Officers other than the EVP of Nuclear and Technical Services include health, safety, and compliance statistics, as well as permit and license violations. In addition to performance targets for revenue, EBITDA, and health, safety, and compliance statistics, the 2023 MIP for the EVP of Nuclear and Technical Services includes a cost performance incentive for maintaining project performance metrics for all Firm Fixed Price task orders.
Total potential target performance compensation is determined based on the
percentage of the target achieved. Assuming each target objective is achieved
under the same range for each MIP, the total potential target performance
compensation payable ranges from 25% to 150% of the 2023 base salary for the CEO
(
Performance compensation amounts under the 2023 MIPs are to be paid on or about 90 days after year-end, or sooner, based on finalization of our audited financial statements for 2023.
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 2023 MIPs contained herein are qualified by reference to the respective MIPs attached to this Report as exhibits 99.1 to 99.5.
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Incentive Stock Options ("ISOs")
On
The Incentive Stock Option Agreements are attached to this Report as Exhibits 99.6 to 99.10 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit Description 99.1 2023 Management Incentive Plan for Chief Executive Officer, approvedJanuary 19, 2023 , but effectiveJanuary 1, 2023 . 99.2 2023 Management Incentive Plan for Chief Financial Officer, approvedJanuary 19, 2023 , but effectiveJanuary 1, 2023 . 99.3 2023 Management Incentive Plan for EVP of Strategic Initiatives, approvedJanuary 19, 2023 , but effectiveJanuary 1, 2023 . 99.4 2023 Management Incentive Plan for EVP of Nuclear and Technical Services, approvedJanuary 19, 2023 , but effectiveJanuary 1, 2023 . 99.5 2023 Management Incentive Plan for EVP of Waste Treatment Operations, approvedJanuary 19, 2023 , but effectiveJanuary 1, 2023 . 99.6 Incentive Stock Option Agreement betweenPerma-Fix Environmental Services, Inc. and Chief Executive Officer, datedJanuary 19, 2023 . 99.7 Incentive Stock Option Agreement betweenPerma-Fix Environmental Services, Inc. and Chief Financial Officer, datedJanuary 19, 2023 . 99.8 Incentive Stock Option Agreement betweenPerma-Fix Environmental Services, Inc. and EVP of Strategic Initiatives, datedJanuary 19, 2023 . 99.9 Incentive Stock Option Agreement betweenPerma-Fix Environmental Services, Inc. and EVP of Nuclear and Technical Services, datedJanuary 19, 2023 . 99.10 Incentive Stock Option Agreement betweenPerma-Fix Environmental Services, Inc. and EVP of Waste Treatment Operations, datedJanuary 19, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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