Business Context and Reporting Period
Company: Perma-Fix Environmental Services, Inc. (PESI)
Filing Type: Form 8-K (Current Report)
Date of Report: January 22, 2026
Reporting Period: The filing addresses the approval of Management Incentive Plans (MIPs) effective January 1, 2026, for the calendar year 2026.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity figures for the company. It focuses exclusively on executive compensation structures.
Compensation Caps and Thresholds:
- Aggregate Cap: Total performance compensation for all Executive Officers cannot exceed 50% of the Company's pre-tax net income prior to the calculation of performance compensation.
- EBITDA Threshold: No performance incentive compensation is payable unless a minimum of 75% of the EBITDA Target is achieved.
Material Changes and Executive Compensation
On January 22, 2026, the Board of Directors approved individual MIPs for five executive officers. The plans are based on meeting specific target objectives for 2026, including revenue and EBITDA targets. Key details include:
- Executive Officers Covered: Mark Duff (CEO), Ben Naccarato (EVP/CFO), Dr. Louis Centofanti (EVP of Strategic Initiatives), Richard Grondin (EVP of Hanford and International Waste Operations), and Troy Eshleman (COO).
- Performance Criteria:
- General: Revenue and EBITDA targets for all officers.
- Operational: Health, safety, compliance statistics, and permit/license violations (excluding CFO and EVP of Strategic Initiatives).
- CFO Specific: Meeting regulatory filing deadlines for Forms 10-K, 10-Q, and 8-K.
- Strategic Initiatives Specific: Targets related to PFAS (Per- and polyfluoroalkyl substances) reactors.
- Payment Timing: Compensation is payable approximately 90 days after year-end, contingent on the finalization of audited financial statements.
Guidance, Outlook, and Risks
Management Commentary: The Compensation Committee formulated targets considering 2025 results, the Board-approved 2026 budget, economic conditions, and forecasts for 2026 government spending.
Risks and Contingencies:
- Plan Modification: The Compensation Committee retains the right to modify, change, or terminate each MIP and adjust target amounts at any time, subject to Board approval.
- Competitive Harm: Specific details within the attached exhibits (10.1 through 10.5) have been excluded from public disclosure to prevent competitive harm.
Investor Verification Checklist
- Verify the specific EBITDA and revenue targets for 2026, as the exact numerical targets are excluded from the public filing.
- Confirm the Company's 2025 financial results to understand the baseline for the 2026 budget and targets.
- Monitor the Company's ability to meet the 75% EBITDA threshold required to trigger any performance payouts.
- Review future filings for any modifications to the MIPs by the Compensation Committee.
- Track progress on PFAS reactor targets and regulatory filing deadlines as specific performance drivers for certain executives.