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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
PERMA FIX ENVIRONMENTAL SERVICES,
INC.
Date
of Report (Date of earliest event reported) January 22, 2026
| 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 Market |
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.
Item
9.01. Financial Statements and 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) |
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 |
