What changed in this filing

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Item 9A. Controls and Procedures

2023-03-23 compared with 2022-04-06 · 887 added, 861 removed, 910 unchanged (66% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of disclosure controls

and procedures.

of disclosure controls and procedures.

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic

reports filed with the Securities and Exchange Commission (the “Commission”) is recorded, processed, summarized and reported

within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated

to our management, including the Chief Executive Officer (“CEO”) (Principal Executive Officer), and Chief Financial Officer

(“CFO”) (Principal Financial Officer), as appropriate to allow timely decisions regarding the required disclosure.

designing and assessing our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving their stated control objectives and are subject

to certain limitations, including the exercise of judgment by individuals, the difficulty in identifying unlikely future events,

and the difficulty in eliminating misconduct completely.

Our management, with the participation of our CEO and CFO, evaluated the

effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of

1934, as amended.

Based upon this assessment, our CEO and CFO have concluded that our disclosure controls and procedures were not

effective as of December 31, 2021, due to a material weakness in our internal control over financial reporting as set forth below.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over

financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities

Exchange Act of 1934.

Internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with accounting principles generally accepted

in the United States of America.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements or fraudulent acts.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

A control system, no matter how well designed,

can provide only reasonable assurance with respect to financial statement preparation and

presentation.

control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance

that transactions are recorded as necessary to permit the preparation of the consolidated financial statements in accordance with

generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being

made only in accordance with appropriate authorizations of management and directors of the Company;

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets

that could have a material effect on the consolidated financial statements.

with the participation of our CEO and CFO, conducted an assessment of the effectiveness of internal control over financial reporting

as of December 31, 2021 based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management and our

CEO and CFO, concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2021

due to the following:

revenue contracts that contained nonstandard terms and conditions were not appropriately evaluated in accordance with ASC 606, “Revenue

from Contracts with Customers.” Specifically, management did not have the appropriate controls in place over the determination of revenue recognition for nonroutine and complex revenue transactions.

The material weakness identified resulted in errors in the Company's books and records which led to audit adjustments.

The errors arising from the underlying revenue adjustments were not material to the financial statements

reported in any interim or annual period and therefore, did not result in a revision to any previously filed financial statements.

the control deficiencies could result in misstatements of the revenue accounts and related disclosures that would result in a material

misstatement to the annual or interim consolidated financial statements that would not be prevented or detected in a timely manner.

we have determined that the control deficiencies when evaluated in the aggregate constitute a material weakness.

of Material Weakness in Internal Control Over Financial Reporting

material weakness as discussed above was primarily attributed to the uniqueness of certain of the Company’s contracts that

contain nonstandard terms and conditions.

Although the Company’s policies and procedures were in place to ensure guidance

under ASC 606 were applied to the majority of its contracts accurately, the Control failed to operate in a manner to specifically

identify the nonstandard terms that would impact revenue recognition.

The Company is evaluating the material weakness identified and

is developing a plan of remediation to strengthen our internal controls pertaining to evaluating revenue contracts that contain

nonstandard terms and conditions.

This remediation plan includes evaluating the manner in which we use third-party consulting firms

with expertise in applying the revenue recognition guidance that will assist management with the assessment and evaluation of

revenue contracts executed that contain nonstandard terms and conditions.

In conjunction with further evaluation of this relationship, management will also perform a more rigorous evaluation of these nonstandard revenue contracts in accordance with ASC

Company is committed to maintaining a strong internal control environment and believes that these remediation efforts will represent

significant improvements in our controls.

The Company has started to implement these steps, however, some of these steps will take time

to be fully integrated and confirmed to be effective and sustainable.

Additional controls may also be required over time.

Until the remediation

steps set forth above are fully implemented and tested, the material weakness described above will continue to exist.

Thornton LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control

over financial reporting as of December 31, 2021 and based on that audit, issued their report which is included herein.

in Internal Control over Financial Reporting

than the aforementioned material weakness and remediation plan noted, there

was no other change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Act) during the fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect,

our internal controls over financial reporting.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

of Directors and Stockholders

Environmental Services, Inc.

on internal control over financial reporting

have audited the internal control over financial reporting of Perma-Fix Environmental Services, Inc.

(a Delaware corporation) and subsidiaries

(the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, because of the

effect of the material weakness described in the following paragraphs on the achievement of the objectives of the control criteria, the

Company has not maintained effective internal control over financial reporting as of December 31, 2021, based on criteria established

in the 2013 Internal Control—Integrated Framework issued by COSO.

material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

does not have effective controls in place over the determination of revenue recognition for non-standard revenue contracts.

also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated financial statements of the Company as of and for the year ended December 31, 2021.

The material weakness identified

above was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2021 consolidated financial

statements, and this report does not affect our report dated April 6, 2022 which expressed an unqualified opinion on those financial

Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment

of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal

We maintain disclosure controls and

procedures that are designed to ensure that information required to be disclosed in our periodic reports filed with the Securities and

Exchange Commission (the “Commission”) is recorded, processed, summarized and reported within the time periods specified in

the rules and forms of the Commission and that such information is accumulated and communicated to our management, including the Chief

Executive Officer (“CEO”) (Principal Executive Officer), and Chief Financial Officer (“CFO”) (Principal Financial

Officer), as appropriate to allow timely decisions regarding the required disclosure.

In designing and assessing our disclosure controls

and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only

reasonable assurance of achieving their stated control objectives and are subject to certain limitations, including the exercise of judgment

by individuals, the difficulty in identifying unlikely future events, and the difficulty in eliminating misconduct completely.

Our management,

with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e)

and 15d-15(e) of the Securities Exchange Act of 1934, as amended.

Based upon this assessment, our CEO and CFO have concluded that our

disclosure controls and procedures were effective as of December 31, 2022.

Management’s Report on Internal

Control over Financial Reporting

Our responsibility is to express an opinion on the Company’s internal control over financial

reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect

to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,

testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other

procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

and limitations of internal control over financial reporting

company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

do not express an opinion or any other form of assurance on management’s statement referring to plans for remediation.

GRANT THORNTON LLP

April 6, 2022

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities

Exchange Act of 1934.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally

accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent

or detect misstatements or fraudulent acts.

Also, projections of any evaluation of effectiveness to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

A control system, no matter how well designed, can provide only reasonable assurance with respect to financial statement

preparation and presentation.

Internal control over financial reporting includes

those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary

to permit the preparation of the consolidated financial statements in accordance with generally accepted accounting principles in the

United States of America, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations

of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

In our annual report on Form 10-K for the year ended

December 31, 2021 and our quarterly reports on Form 10-Q for the periods ended March 31, 22, June 30, 2022 and September 30, 2022, management

concluded that internal controls over financial reporting were not effective as of those dates because of a material weakness in our internal

control over financial reporting as described below.

A material weakness is defined as a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of a Company’s

annual or interim financial statements will not be prevented or detected on a timely basis.

Certain revenue contracts that contained nonstandard

terms and conditions were not appropriately evaluated in accordance with ASC 606, “Revenue from Contracts with Customers.”

Specifically, management did not have the appropriate controls in place over the determination of revenue recognition for nonroutine and

complex revenue transactions.

The material weakness identified resulted in errors in the Company’s books and records in fiscal year

2021 which led to audit adjustments.

However, the errors arising from the underlying revenue adjustments were not material to the financial

statements reported in any interim or annual period and therefore, did not result in a revision to any previously filed financial statements.

During the year ended December 31, 2022, management

implemented its remediation plan which included the following:

● consulted with third-party experts for guidance on large and/or unique contracts to ensure ASC 606 guidance

was accurately applied and documented;

● updated our ASC 606 revenue templates to ensure unique contract provisions were able to be identified

so ASC 606 guidance was applied accurately;

● instituted more robust collaboration with the Company’s operation personnel to identify nonstandard

contract terms in order to determine appropriate treatment under ASC 606;

● continued training of accounting and operations personnel on ASC 606 by subject matter experts and internal

financial department to ensure proper application of guidance under ASC 606.

We tested and evaluated the design and operating effectiveness

of our remediation plan and have determined that the material weakness identified above has been remediated.

Management, with the participation of our CEO and

CFO, conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2022 based on the framework

in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on this assessment, management and our CEO and CFO, concluded that the Company’s internal control over

financial reporting was effective as of December 31, 2022.

This Form 10-K does not include an attestation report

of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

Since the Company

is not a large accelerated filer or an accelerated filer, management’s report was not subject to attestation by the Company’s

independent registered public accounting firm pursuant to the rules of the Commission that permit the Company to provide only management’s

report in this Form 10-K.

Changes in Internal Control over Financial Reporting

Other than the steps taken in implementing our remediation

plan as discussed above, there was no other change in our internal control over financial (as defined in Rules 13a-15(f) and 15d-15(f)

under the Exchange Act) during the fiscal quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially

affect, our internal controls over financial reporting.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth, as of the date of this Report, information concerning our Board of Directors (the “Board”):

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director is elected to serve until the next annual meeting of stockholders or until their respective successors are duly elected and

Duggan was unanimously elected by the Board effective May 4, 2021 to fill a Board vacancy created by the expansion of the Board from

seven to eight directors.

directors and executive officers, their ages, the positions with us held by each of them, the periods during which they have served in

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that our Board considered in nominating or appointing each of them to serve as one of our directors.

Bostick, a director since August 2020, is currently the CEO of Bostick Global Strategies, LLC, a position he has held since July 2016.

Bostick Global Strategies, LLC provides strategic advisory support in the areas of Engineering, Environmental Sustainability, Human Resources,

Biotechnology, Education, Executive Coaching, and Agile Project Management.

In February 2021, Mr.

Bostick, a director since August 2020, is currently the Chief Executive Officer (“CEO”) of Bostick Global Strategies, LLC,

a position he has held since July 2016.

Bostick Global Strategies, LLC provides strategic advisory support in the areas of engineering,

environmental sustainability, human resources, biotechnology, education, executive coaching, and Agile Project Management.

Bostick was selected by U.

Jack Reed, Chairman of the Senate Armed Services Committee, to serve as a member of a new commission consisting of eight appointed individuals,

tasked with renaming Confederate-named military bases and property.

Bostick previously served (from November 2017 to February 2020)

as the Chief Operating Officer (“COO”) and President of Intrexon Bioengineering, a division of Intrexon Corporation (formerly

Intrexon Bioengineering addresses global challenges across food, agriculture, environmental, energy,

and industrial fields by advancing biologically engineered solutions to improve sustainability and efficiency.

As the COO and President

of Intrexon Bioengineering, Mr.

Bostick oversaw operations across the company’s multiple technology divisions and led a major restructuring

of Intrexon Corporation.

Bostick is a member of the board of HireVue, Inc., a privately-held company specializing in online video

interviewing services for employers.

Senator Jack Reed, Chairman of the Senate Armed Services Committee, to serve as a member of the Naming Commission consisting of eight appointed individuals, tasked with renaming Confederate-named military bases and property.

previously served (from November 2017 to February 2020) as the Chief Operating Officer (“COO”) and President of Intrexon

Bioengineering, a division of Intrexon Corporation (formerly NASDAQ:

Intrexon Bioengineering addresses global

challenges across food, agriculture, environmental, energy, and industrial fields by advancing biologically engineered solutions to improve

sustainability and efficiency.

Since October 2020, Mr.

Bostick has served as a board member of CSX Corporation (NASDAQ:

publicly-held rail transportation company, and since December 2020, as a member of both the Finance Committee and the Governance Committee

of CSX Corporation.

Effective June 1, 2021, Mr.

Bostick joined the Fidelity Equity and High Income Fund Board of Trustees, which oversees

the high income and certain equity funds sponsored by Fidelity Investments, Inc., a privately-owned investment management company.

addition to Mr.

Bostick’s service on the boards of for-profit companies, he has since November 2016 also served on the board of

American Corporate Partners, a 501(c)(3) nonprofit organization dedicated to assisting U.S.

veterans in their transition from the armed

services to the civilian workforce.

Effective March 15, 2022, Mr.

Bostick became a member of the board of Allonnia, a start-up environmental

biotech company whose mission is to leverage the power of biotechnology and engineered system to create transformative solutions for

a waste-and pollution-free world.

Bostick was recently named as one of 2021’s Most Influential Black Corporate Directors

by Savoy Magazine, a national publication that showcases and drives positive dialogue about Black culture.

Bostick has also had a distinguished career in the U.S.

military, retiring from the US Army in July 2016 with the rank of Lieutenant

During his distinguished military career, he served as the 53rd U.S.

Army Chief of Engineers and the Commanding General of the

Army Corps of Engineers (USACE).

As the senior military officer of the Army Corps of Engineers, General Bostick was responsible

for overseeing and supervising most of the Nation’s civil works infrastructure and military construction, hundreds of environmental

protection projects, as well as managing 34,000 civilian employees and military personnel in over 110 countries around the world with

a $25 billion annual budget.

As the Chief of Engineers, General Bostick led a $5 billion recovery program after Superstorm Sandy.

his command of USACE, General Bostick served in a variety of command and staff assignments with the U.S.

Army both in the U.S.

Bostick’s military honors and decorations include the Distinguished Service Medal, the Defense Superior Service Medal, the Bronze

Star, the Legion of Merit with two oak leaf clusters, the Defense Meritorious Service Medal, the Meritorious Service Medal with four

oak leaf clusters, the Joint Service Commendation Medal, the Army Commendation Medal, the Army Achievement Medal with one oak leaf cluster,

the Combat Action Badge, the U.S Parachutist badge, the Army Recruiter Badge, and the Ranger Tab.

CSX), a publicly-held

rail transportation company, and since December 2020, as a member of both the Finance Committee and the Governance Committee of CSX Corporation.

Since June 2021, Mr.

Bostick has served on the Board of Trustees of Fidelity Equity and High Income Funds overseeing

equity funds and high yield funds sponsored by Fidelity Investments, Inc., a privately-owned investment management company.

Bostick continues to serve as a board member for several other privately-held and nonprofit organizations.

Bostick was named as one

of 2021’s Most Influential Black Corporate Directors by Savoy Magazine, a national publication that showcases and drives positive

dialogue about Black culture.

Bostick has had a distinguished career in the U.S.

military, retiring from the U.S.

Army in July 2016 with the rank of Lieutenant General.

Prior to his retirement, General Bostick held a variety of positions within the U.S.

Army, including the 53 rd Chief of Engineers and

Commanding General, U.S.

Army Corps of Engineers (2012-2016) and Deputy Chief of Staff and Director of Human Resources, U.S.

Army (2009-2012).

General Bostick has been awarded many military honors and decorations during his military career, including the Distinguished Service

Medal, the Defense Superior Service Medal, and the Bronze Star Medal.

a White House Fellow, one of America’s most prestigious programs for leadership and public service, General Bostick was a special

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of Strategic Initiatives.

From March 1996 to September

8, 2017 and from February 1991 to September 1995, Dr.

Centofanti held the position of President and CEO of the Company.

served as Chairman of the Board from the Company’s inception in February 1991 until December 16, 2014.

From March 1996 to September 8, 2017 and from February 1991 to September 1995, Dr.

Centofanti held the position

of President and CEO of the Company.

Centofanti served as Chairman of the Board from the Company’s inception in February 1991

until December 16, 2014.

In January 2015, Dr.

was appointed by the U.S Secretary of Commerce Penny Prizker to serve on the U.S.

Department of Commerce’s Civil Nuclear Trade

Advisory Committee (“CINTAC”).

The CINTAC is composed of industry representatives from the civil nuclear industry and meets

periodically throughout the year to discuss the critical trade issues facing the U.S.

Centofanti was appointed by the U.S Secretary of Commerce Penny Prizker to serve on the

Department of Commerce’s Civil Nuclear Trade Advisory Committee (“CINTAC”).

The CINTAC is composed of industry

representatives from the civil nuclear industry and meets periodically throughout the year to discuss the critical trade issues facing

civil nuclear sector.

From 1985 until joining the

Centofanti served as SVP of USPCI, Inc., a large publicly-held hazardous waste management company, where he was responsible

for managing the treatment, reclamation and technical groups within USPCI.

In 1981, he and Mark Zwecker, a current Board member of the

Company, founded PPM, Inc.

(later sold to USPCI), a hazardous waste management company specializing in treating PCB-contaminated oil.

From 1985 until joining the Company, Dr.

Centofanti served as SVP of USPCI, Inc., a large publicly-held

hazardous waste management company, where he was responsible for managing the treatment, reclamation and technical groups within USPCI.

In 1981, he and Mark Zwecker, a current Board member of the Company, founded PPM, Inc.

(later sold to USPCI), a hazardous waste management

company specializing in treating PCB-contaminated oil.

From 1978 to 1981, Dr.

Centofanti served as Regional Administrator of the U.S.

Department of Energy for the southeastern region of the

United States.

Department of Energy for the southeastern region of the United States.

Centofanti has a Ph.D.

in Chemistry from the University of Michigan, and a B.S.

in Chemistry from Youngstown

State University.

in Chemistry from the University

of Michigan, and a B.S.

in Chemistry from Youngstown State University.

founder of Perma-Fix and PPM, Inc., and as a senior executive at USPCI, Dr.

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evolving market, and led the Board to conclude that he should serve as a director.

May 4, 2021, Ms.

Duggan was unanimously elected by the Board to serve as a member of the Company’s Board of Directors.

is the founder of SustainabiliD, a woman-owned advisory services firm working with gamechangers to equitably solve the climate crisis.

She has been named the founding director of the University of Michigan’s SEAS Sustainability Clinic in Detroit.

Duggan, a director of the Company since May 2021, is the founder of SustainabiliD, a woman-owned advisory services firm working with

gamechangers to equitably solve the climate crisis.

She has been named the founding director of the University of Michigan’s SEAS

Sustainability Clinic in Detroit.

Duggan was appointed to the Department of Energy’s prestigious Secretary of Energy Advisory Board, serving under Secretary

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energy efficiency services company;

HEVO, Inc., a privately-held developer of wireless charging units designed to charge electronic vehicles

Commonweal Investors, a private equity firm that invests in early-stage technology companies advancing a sustainable economy,

upgrading transportation and infrastructure systems, and revitalizing the urban environment;

and Arctaris Impact Investors, LLC, an investment

management company that manages funds which invest in growth-oriented operating businesses and community infrastructure projects located

in underserved communities.

Commonweal Investors, a private equity firm that invests in early-stage technology companies advancing

a sustainable economy, upgrading transportation and infrastructure systems, and revitalizing the urban environment;

and Arctaris Impact

Investors, LLC, an investment management company that manages funds which invest in growth-oriented operating businesses and community

infrastructure projects located in underserved communities, among others.

Duggan earned her B.S.

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Honorable Joe R.

Reeder, a director since 2003, is a principal shareholder in the law firm of Greenberg Traurig LLP, one of the nation’s largest

law firms, with 41 offices and 2,400 attorneys worldwide, for which Mr.

Reeder, a director since 2003, is a principal shareholder of the law firm of Greenberg Traurig LLP, one of the nation’s largest

law firms, with 43 locations and 2,500 attorneys worldwide, for which Mr.

Reeder served as Shareholder-in-Charge of the law firm’s

Mid-Atlantic Region from 1999 to 2008.

Mid-Atlantic Region offices from 1999 to 2008.

His clientele includes celebrities, heads of state, sovereign nations, international corporations,

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As the 14th Undersecretary of the U.S.

Army (1993-97), Mr.

Reeder also served three years as Chairman of the Panama Canal

Commission’s Board, overseeing a multibillion-dollar infrastructure program.

For the past 18 years, he has served on the Canal’s

International Advisory Board.

He has written extensively in leading journals on the subject of corporate cybersecurity.

has served on the boards of the National Defense Industry Association (“NDIA”), chairing NDIA’s Ethics Committee, the

Armed Services YMCA, the Marshall Legacy Institute, and many other private companies and charitable organizations.

Reeder served

as a director of ELBIT Systems of America, LLC, (2005-2020), a subsidiary of Elbit Systems Ltd.

ESLT), a multi-billion-dollar

provider of defense, homeland security, and commercial aviation system solutions.

From 2004 to 2017, Mr.

Reeder served as a director

of Washington First Bank, the bank subsidiary of WashingtonFirst Bankshares, Inc.

WSBI), and from 2018 to 2020, he served as

a director of Sandy Spring Bancorp, Inc.

Army (1993-97), he also served three years as Chairman of the Panama Canal Commission’s

Board, overseeing a multibillion-dollar infrastructure program.

For the past 18 years, he has served on the Canal’s International

Advisory Board.

He has written extensively in leading journals on the subject of corporate cybersecurity, served on the boards of the

National Defense Industry Association (“NDIA”), chairing NDIA’s Ethics Committee, the Armed Services YMCA, the Marshall

Legacy Institute, and many other private companies and charitable organizations.

Reeder served as a director of ELBIT Systems of

America, LLC, (2005-2020), a subsidiary of Elbit Systems Ltd.

ESLT), a multi-billion-dollar provider of defense, homeland security,

and commercial aviation system solutions.

Reeder has served as a director of WashingtonFirst Bank, the bank subsidiary of WashingtonFirst

Bankshares, Inc.

WSBI), from 2004 to 2017;

as a director of WashingtonFirst Bankshares, Inc., from 2009 to 2017;

Bancorp, Inc.

SASR), from 2018 to 2020;

and Trustar Bank, a Virginia state-chartered bank (2022 - present).

successive 4-year appointments by Virginia Governors Mark Warner and Tim Kaine, Mr.

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of Virginia military boards, and 10 years on the USO Board of Governors.

Reeder was appointed by Governor Terry McAuliffe to the

Virginia Military Institute’s Board of Visitors (2014) and reappointed in 2018 by former Virginia Governor Ralph Northam.

Reeder, who has been a television commentator on legal and national security issues, has consistently been named a Super Lawyer for

Washington, D.C., most recently in 2021.

Appointed by former Governor Terry McAuliffe to the Virginia

Military Institute’s Board of Visitors (2014), he was reappointed in 2018 by former Virginia Governor Ralph Northam, with his term

ending in 2022.

Reeder, who has been a television commentator on legal and national security issues, has consistently been named

a Super Lawyer for Washington, D.C., most recently in 2022.

Reeder was appointed to the Advisory Council Bid Protest Committee to the United States Court of Federal Claims.

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from Georgetown University.

Reeder’s career has focused on solving and overseeing solutions to complex domestic and international issues.

This experience has

enhanced the Board’s ability to address major challenges in the nuclear market, as well as day-to-day corporate challenges, which

is why the Board values his service as a director.

Reeder has devoted his career to resolving complex domestic and international issues, and continues to greatly enhance the Board’s

ability to address major challenges in the nuclear market and day-to-day corporate, and Washington D.C.- related challenges.

Shelton, a director since July 2006, has also held the position of Chairman of the Board of the Company since December 2014.

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Shelton continues to provide advisory services to S K Hart Ranches (PTY) Ltd.

Shelton has over 20 years of experience as an executive financial officer for

several waste management companies, including as CFO of Envirocare of Utah, Inc.

(now EnergySolutions, Inc.

(1995–1999)), a privately

held nuclear waste services company, and as CFO of USPCI, Inc.

(1982–1987), then a NYSE- listed public company engaged in the hazardous

waste business.

Shelton has over 20 years of experience as

an executive financial officer for several waste management companies, including as CFO of Envirocare of Utah, Inc.

(now EnergySolutions,

(1995–1999)), a privately held nuclear waste services company, and as CFO of USPCI, Inc.

(1982–1987), then a NYSE- listed

public company engaged in the hazardous waste business.

Since July 1989, Mr.

Shelton has served on the board of Subsurface Technologies, Inc., a privately held company specializing

in providing environmentally sound innovative solutions for water well rehabilitation and development.

Shelton has served on the board of Subsurface Technologies,

Inc., a privately held company specializing in providing environmentally sound innovative solutions for water well rehabilitation and

Shelton has a B.A.

in accounting

from the University of Oklahoma.

in accounting from the University of Oklahoma.

his years of accounting experience as CFO for various companies, including a number of waste management companies, Mr.

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serve as a director.

LEADERSHIP STRUCTURE

continue to separate the roles of Chairman of the Board and CEO.

The Board believes that this leadership structure promotes balance between

the Board’s independent authority to oversee our business, and the CEO and his management team, who manage the business on a day-to-day

Company does not have a written policy with respect to the separation of the positions of Chairman of the Board and CEO.

believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way

that is in the best interests of the Company at a given point in time;

therefore, the Company’s leadership structure may change

in the future as circumstances may dictate.

Mark Zwecker, a current member of our Board, continues to serve as the Independent Lead Director, a position he has held since February

The Lead Director’s role includes:

and chairing meetings of the non-employee directors as necessary from time to time and Board meetings in the absence of the Chairman

of the Board;

as liaison between directors, committee chairs and management;

as information sources for directors and management;

out such responsibilities as the Board may delegate from time to time.

have a separately designated standing Audit Committee of our Board established in accordance with Section 3(a)(58)(A) of the Exchange

Members of the Audit Committee are Mark A.

Zwecker (Chairperson), Larry M.

Shelton, and Joseph T.

Board has determined that each of our Audit Committee members is and was independent within the meaning of the rules of the NASDAQ and

is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”).

Audit Committee has also discussed with Grant Thornton, LLP, the Company’s independent registered accounting firm, the matters

required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No.

16 (Communications

with Audit Committee).

OF DIRECTOR INDEPENDENCE

Board has determined that each director, other than Dr.

Centofanti, is “independent” within the meaning of the applicable

NASDAQ rules.

Centofanti is not deemed to be an “independent director” because of his employment as an executive officer

of the Company.

AND STOCK OPTION COMMITTEE

Compensation and Stock Option Committee (the “Compensation Committee”) reviews and recommends to the Board the compensation

and benefits of all of the Company’s officers and reviews general policy matters relating to compensation and benefits of the Company’s

The Compensation Committee also administers the Company’s stock option plans.

The Compensation Committee has the sole

authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement.

It also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

No compensation

consultant was employed during 2021.

Members of the Compensation Committee during 2021 were Joseph T.

Grumski (Chairperson), who replaced

Shelton as the Chairperson and a member effective January 21, 2021, Zach P.

Wamp, who replaced Joe R.

Reeder as a member effective

January 21, 2021, and Mark A.

None of the members of the Compensation Committee has been or is an officer or employee of the

Company or has had or has any relationship with the Company requiring disclosure under applicable Commission regulations.

Skills Matrix

Company is focused on nominating a Board of Directors with a balance of functional expertise, leadership experience, high moral character,

critical thinking, and a diversity of backgrounds and tenure necessary to effectively oversee the Company’s business.

The Company’s

Corporate Governance and Nominating Committee is responsible for developing the criteria and qualifications required for directors.

following Board Skills Matrix below reflects how certain relevant and important skills, experience, characteristics and other criteria

are currently represented on our Board.

SKILLS/EXPERIENCE

Supports management and board accountability, transparency and protection of shareholder interests

Knowledge of financial reporting, internal controls and procedures and complex financial transactions, as is involved with the

Company business

Government/DOE/DOD

Significant work experience with government decision makers

Business/Investment Structures:

experience with infrastructure for financial interests and proven success

Management and Compliance:

Understanding and experience with identification, assessment and oversight of risk management and programs, including cyber-security

Waste Management:

Understanding the compliance and environmentally responsible nuclear services and radioactive waste management solutions

Environmental

Analytical tools and skills understanding the environment, while emphasizing the role of beliefs, values and ethics of the corporate

Capital Management:

Experience and understanding talent management and development, executive compensation issues and succession planning efforts

Regulatory/Legal

Knowledge of the various regulatory processes governing Perma-Fix business sectors, such as financial, environmental, nuclear,

safety and food and drug

International

Experience in overseeing global operations and assessing opportunities and challenges

Diversity Matrix

following table reflects the Company’s Board diversity matrix as of the date of this Form 10-K.

In addition to gender and demographic

diversity, two of our eight current directors are also military veterans.

Number of Directors

Not Disclose Gender

Number of Directors Who Identify in Any of The Categories Below:

American or Black

Native or Native American

Hawaiian or Pacific Islander

or More Races or Ethnicities

not Disclose Demographic Background

GOVERNANCE AND NOMINATING COMMITTEE

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of the Nominating Committee during 2022 were Joe R.

Reeder (Chairperson), Zach P.

Wamp, Kerry C.

Duggan (who became a member effective

July 20, 2021) and Thomas Bostick, who replaced Larry M.

Shelton as a member effective January 21, 2021.

All members of the Nominating

Committee are and were “independent” as that term is defined by current NASDAQ listing standards.

Reeder (Chairperson), Thomas P.

Bostick, Kerry C.

Duggan and Zach P.

of the Nominating Committee are and were “independent” as that term is defined by current NASDAQ listing standards.

Nominating Committee recommends to the Board candidates to fill vacancies on the Board and the nominees for election as directors at

each annual meeting of stockholders.

In making such recommendation, the Nominating Committee takes into account information provided

to them from the candidate, as well as the Nominating Committee’s own knowledge and information obtained through inquiries to third

parties to the extent the Nominating Committee deems appropriate.

The Company’s Bylaws sets forth certain minimum director qualifications

to qualify for nomination for election as a director.

To qualify for nomination or for election as a director, an individual must:

In making such recommendations, the Nominating Committee takes into account information provided

to them from the candidates, as well as the Nominating Committee’s own knowledge and information obtained through inquiries to

third parties to the extent the Nominating Committee deems appropriate.

The Company’s Bylaws sets forth certain minimum director

qualifications to qualify as a nominee for election as a director.

To qualify for nomination or for election as a director, an individual

an individual at least 21 years of age who is not under legal disability;

the ability to be present, in person, at all regular and special meetings of the Board of Directors;

the ability to be present, in person, at all regular and special meetings of the Board of

serve on the boards of more than three other publicly-held companies;

the director qualification requirements of all environmental and nuclear commissions, boards or similar regulatory or law enforcement

authorities to which the Company is subject so as not to cause the Company to fail to satisfy any of the licensing requirements imposed

by any such authority;

be affiliated with, employed by or a representative of, or have or acquire a material personal involvement with, or material financial

interest in, any “Business Competitor” (as defined in the Bylaws);

the director qualification requirements of all environmental and nuclear commissions, boards

or similar regulatory or law enforcement authorities to which the Company is subject so as

not to cause the Company to fail to satisfy any of the licensing requirements imposed by

any such authority;

be affiliated with, employed by or a representative of, or have or acquire a material personal

involvement with, or material financial interest in, any “Business Competitor”

(as defined in the Bylaws);

have been convicted of a felony or of any misdemeanor involving moral turpitude;

been nominated for election to the Board of Directors in accordance with the terms of the Bylaws.

been nominated for election to the Board of Directors in accordance with the terms of the

addition to the minimum director qualifications as mentioned above, in order for any proposed nominee to be eligible to be a candidate

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to dedicate sufficient time, energy, and attention to fulfill the requirements of the position;

of skills and experience with respect to accounting and finance, management and leadership, business acumen, vision and strategy,

charitable causes, business operations, and industry knowledge.

of skills and experience with respect to accounting and finance, management and leadership,

business acumen, vision and strategy, charitable causes, risk management, environmental knowledge,

business operations (domestic and international), and industry knowledge.

Nominating Committee does not assign specific weight to any particular criteria and no particular criterion is necessarily applicable

16 unchanged sentences

continuously for at least one full year, and continuously holds such shares through and including the time of the annual or special meeting.

Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting

of Stockholders called for the purpose of electing directors.

Any stockholder nomination (“Proposed Nominee”) must comply

with the requirements of the Company’s Bylaws and the Proposed Nominee must meet the minimum qualification requirements as discussed

For a nomination to be made by a stockholder, such stockholder must provide advance written notice to the Nominating Committee,

delivered to the Company’s principal executive office address (i) in the case of an Annual Meeting of Stockholders, no later than

the 90 th day nor earlier than the 120 th day prior to the anniversary date of the immediately preceding Annual Meeting

of Stockholders;

and (ii) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than

the 10 th day following the day on which public disclosure of the date of the Special Meeting of Stockholders is made.

Nominations of persons for election to the Board may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders

called for the purpose of electing directors.

Any stockholder nomination (“Proposed Nominee”) must comply with the requirements

of the Company’s Bylaws and the Proposed Nominee must meet the minimum qualification requirements as discussed above.

For a nomination

to be made by a stockholder, such stockholder must provide advance written notice to the Nominating Committee, delivered to the Company’s

principal executive office address (i) in the case of an Annual Meeting of Stockholders, no later than the 90 th day nor earlier

than the 120 th day prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders;

the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the 10 th day following

the day on which public disclosure of the date of the Special Meeting of Stockholders is made.

Nominating Committee will evaluate the qualification of the Proposed Nominee and the Proposed Nominee’s disclosure and compliance

requirements in accordance with the Company’s Bylaws.

If the Board of Directors, upon the recommendation of the Nominating Committee,

determines that a nomination was not made in accordance with the Company’s Bylaws, the Chairman of the Meeting shall declare the

nomination defective and it will be disregarded.

If the Board, upon the recommendation of the Nominating Committee, determines

that a nomination was not made in accordance with the Company’s Bylaws, the Chairman of the Meeting shall declare the nomination

defective and it will be disregarded.

LEADERSHIP STRUCTURE

continue to separate the roles of Chairman of the Board and CEO.

The Board believes that this leadership structure promotes balance between

the Board’s independent authority to oversee our business, and the CEO and his management team, who manage the business on a day-to-day

Company does not have a written policy with respect to the separation of the positions of Chairman of the Board and CEO.

believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way

that is in the best interests of the Company at a given point in time;

therefore, the Company’s leadership structure may change

in the future as circumstances may dictate.

Mark Zwecker, a current member of our Board, continues to serve as the Independent Lead Director, a position he has held since 2010.

The Lead Director’s role includes:

and chairing meetings of the non-employee directors as necessary from time to time and Board

meetings in the absence of the Chairman of the Board;

as liaison between directors, committee chairs and management;

as information sources for directors and management;

out such responsibilities as the Board may delegate from time to time.

have a separately designated standing Audit Committee of our Board established in accordance with Section 3(a)(58)(A) of the Exchange

Members of the Audit Committee are Mark A.

Zwecker (Chairperson), Joseph T.

Grumski and Larry M.

Board has determined that each of our Audit Committee members is independent within the meaning of the rules of the NASDAQ and is an

“audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

Audit Committee has also discussed with Grant Thornton, LLP, the Company’s independent registered accounting firm, the matters

required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No.

16 (Communications

with Audit Committee).

OF DIRECTOR INDEPENDENCE

Board has determined that each director, other than Dr.

Centofanti, is “independent” within the meaning of applicable NASDAQ

Centofanti is not deemed to be an “independent director” because of his employment as an executive officer of

AND STOCK OPTION COMMITTEE

Compensation and Stock Option Committee (the “Compensation Committee”) reviews and recommends to the Board the compensation

and benefits of all of the Company’s officers and reviews general policy matters relating to compensation and benefits of the Company’s

The Compensation Committee also administers the Company’s stock option plans.

The Compensation Committee has the sole

authority to retain and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of engagement.

It also has the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

No compensation

consultant was employed during 2022.

Members of the Compensation Committee during 2022 were Joseph T.

Grumski (Chairperson), Zach P.

Wamp and Mark A.

None of the members of the Compensation Committee has been or is an officer or employee of the Company or has

had or has any relationship with the Company requiring disclosure under applicable Commission regulations.

ADVISORY COMMITTEE

5 unchanged sentences

Louis Centofanti

(Chairperson), Joe R.

Reeder, Mark A.

Zwecker, and Kerry Duggan, who replaced Larry M.

Shelton as a member effective July 20, 2021.

(Chairperson), Kerry C.

Duggan, Joe R.

Reeder and Mark A.

Board has adopted a written charter for each of the Audit Committee, the Compensation Committee, the Nominating Committee, and the Strategic

Advisory Committee, and is available on our website at www.perma-fix.com .

Advisory Committee, each of which is available on our website at https://ir.perma-fix.com/governance-docs.

OFFICERS OF THE REGISTRANT

9 unchanged sentences

Mark Duff has held the position of President and CEO of the Company since September 2017.

Since joining the Company in June 2016 and

prior to being named the President and CEO, Mr.

Duff held the positions of COO and EVP of the Company.

Since joining Perma-Fix, Mr.

Since joining the Company in 2016, Mr.

has developed and implemented strategies to meet aggressive growth objectives in both the Treatment and Services Segments.

2 unchanged sentences

associated with the waste management industry.

In the Services Segment, which encompasses all field operations, he has completed the

revitalization of business development programs which has resulted in increased competitive procurement effectiveness and broadened the

market penetration within both the commercial and government sectors.

These implemented strategies have contributed to continuous growth

in revenues and profitability.

Duff has over 31 years of management and technical experience in the U.S.

DOD environmental

and construction markets as a corporate officer, senior project manager, co-founder of a consulting firm, and federal employee.

has an MBA from the University of Phoenix and received his B.S.

This growth includes expansion into additional market sectors including development of

new clients in the commercial power and oil and gas industries.

In the Services Segment, which encompasses all field operations, he has

completed the revitalization of business development programs, which has resulted in increased competitive procurement effectiveness

and broadened the market penetration within both the commercial and government sectors.

Within the Services Segment, Mr.

Duff has established

a team of professionals with experience in conducting safe and efficient field operations while addressing complex technical challenges

associated with removal of radioactive and hazardous contamination.

Duff has over 38 years of management and technical experience

in the DOE and DOD environmental and construction markets as a corporate officer, senior project manager, co-founder of a consulting

firm, and federal employee.

Duff has an MBA from the University of Phoenix and received his B.S.

from the University of Alabama.

1 unchanged sentence

Naccarato has served as the Company’s CFO since February 2009.

Since joining the Company in September 2004, Mr.

Naccarato has held

the positions of Vice President of Finance for the Company’s Industrial Segment and Vice President, Corporate Controller/Treasurer.

Naccarato has over 34 years of experience in senior financial positions in the waste management and

used oil industries.

From December 2002 to September 2004, Mr.

Naccarato was the CFO of a privately held company in the fuel distribution

and used waste oil industry.

Naccarato is a graduate of University of Toronto with a Bachelor of Commerce and Finance Degree and

is a Chartered Professional Accountant, Certified Management Accountant (CPA, CMA).

Naccarato joined the Company in September 2004, holding the

positions of Vice President of Finance for the Company’s Industrial Segment until May 2006, when he was named Vice President, Corporate

Controller/Treasurer.

Naccarato has over 34 years of experience in senior financial positions in the waste management and used oil

Naccarato was the CFO of a privately held company in the fuel distribution and used waste oil industry from 2002 to 2004

and prior to that served in numerous senior financial roles in the waste management industry in both the US and Canada.

is a graduate of the University of Toronto with a Bachelor of Commerce and Finance Degree and is a Chartered Professional Accountant,

Certified Management Accountant (CPA, CMA).

March 2021, Mr.

Naccarato was appointed to serve as an independent director of PyroGenesis Canada, Inc., a high-tech company involved

in the design, development, manufacture and commercialization of advanced plasma processes and products and whose stock is listed for

trading on the Toronto (PYR) and NASDAQ (PYR) Stock Exchange.

Effective March 11, 2021, Mr.

Naccarato was appointed to serve as a member

of both the Audit and Compensation Committee of PyroGenesis.

Naccarato has served as an independent director and as a member of both the Audit Committee and the Compensation Committee

of PyroGenesis Canada, Inc., a high-tech company involved in the design, development, manufacture and commercialization of advanced plasma

processes and products and whose stock is listed for trading on the Toronto Stock Exchange and the NASDAQ Stock Exchange under the trading

symbol “PYR.”

Louis Centofanti

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Since joining the Company in 2002, Mr.

Grondin has held various positions within

the Company’s Treatment Segment, including Vice President of Technical Services, Vice President/General Manager of the Perma-Fix

Northwest Richland, Inc.

held various positions within the Company’s Treatment Segment, including Vice President of Technical Services, Vice President/General

Manager of the Perma-Fix Northwest Richland, Inc.

Facility and Vice President of Western Operations.

Grondin, a Project Management Professional, has over

35 years of management and technical experience in the highly regulated and specialized radioactive/hazardous waste management industry

with the majority of his experience concentrated on managing start-up waste management processing and disposal facilities for four different

organizations in the commercial and government sectors.

Grondin, a Project Management

Professional, has over 35 years of management and technical experience in the highly regulated and specialized radioactive/hazardous

waste management industry with the majority of his experience concentrated on managing start-up waste management processing and disposal

facilities for four different organizations in the commercial and government sectors.

Prior to joining the Company, Mr.

Grondin held the position of Vice President

of Mixed Waste Operations for Allied Technology Group in Richland, Washington;

Vice President of Operations for Waste Control Specialists

in Andrews Texas;

and Technical Manager/Director of Operations for Rollins Environmental Services Facility in Deer Trail, Colorado.

the position of Vice President of Mixed Waste Operations for Allied Technology Group in Richland, Washington;

Vice President of Operations

for Waste Control Specialists in Andrews Texas;

and Technical Manager/Director of Operations for Rollins Environmental Services Facility

in Deer Trail, Colorado.

Grondin is recognized in the United States and Canada as an authority in hazardous and mixed waste treatment.

Grondin has a Diploma

of Collegial Studies in Pure and Applied Sciences from CEGEP of Amiante (Thetford-Mines, Canada) and Analytical Chemistry Techniques

from CEGEP of Ahuntsic (Montreal, Canada), a Geography minor from Montreal University (Montreal, Canada) and a Certificate of Business

Management from the School of Higher Commercial Studies from Montreal University (Montreal, Canada).

Grondin has a Diploma of Collegial Studies in Pure and Applied Sciences from CEGEP of Amiante (Thetford-Mines, Canada) and Analytical

Chemistry Techniques from CEGEP of Ahuntsic (Montreal, Canada), a Geography minor from Montreal University (Montreal, Canada) and a Certificate

of Business Management from the School of Higher Commercial Studies from Montreal University (Montreal, Canada).

Relationships

7 unchanged sentences

Stock failed to timely file reports under Section 16(a).

Capital Bank AG (formerly known as Capital Bank-Grawe Gruppe AG) has advised us that it is a banking institution regulated by the banking

regulations of Austria, which holds shares of our Common Stock as agent on behalf of numerous investors.

Schelhammer Capital Bank AG

has represented that all of such investors are accredited investors under Rule 501 of Regulation D promulgated under the Act.

Schelhammer Capital Bank AG has advised us that none of such investors, individually or as a group, beneficially own more than 4.9% of

our Common Stock as calculated in accordance with Rule 13d-3 of the Exchange Act.

Schelhammer Capital Bank AG has further informed us

that its clients (and not Schelhammer Capital Bank AG) maintain full voting and dispositive power over such shares.

Consequently, Schelhammer

Capital Bank AG has advised us that it believes it is not the beneficial owner, as such term is defined in Rule 13d-3 of the Exchange

Act, of the shares of our Common Stock registered in the name of Schelhammer Capital Bank AG because it has neither voting nor investment

power, as such terms are defined in Rule 13d-3, over such shares.

Schelhammer Capital Bank AG has informed us that it does not believe

that it is required to file, and has not filed, (a) reports under Section 16(a) of the Exchange Act or (b) either Schedule 13D or Schedule

13G in connection with the shares of our Common Stock registered in the name of Schelhammer Capital Bank AG.

Capital Bank AG, a banking institution regulated by the banking regulations of Austria, has represented to the Company that as of February

1, 2023, it holds of record as a nominee for, and as an agent of, certain accredited investors, 1,897,794 shares of our Common Stock.

Schelhammer Capital Bank AG has also represented to the Company that none of the investors, individually or as a group, as the term “group”

is defined under Rule 13d-5(b) of the Exchange Act, beneficially owns more than 4.9% of our Common Stock.

Additionally, the investors

for whom Schelhammer Capital Bank AG acts as nominee with respect to such shares maintain full voting and dispositive power over the

Common Stock beneficially owned by such investors, and Schelhammer Capital Bank AG has neither voting nor investment power over such

Accordingly, Schelhammer Capital Bank AG believes that (i) it is not the beneficial owner, as such term is defined in Rule 13d-3

of the Exchange Act, of the shares of Common Stock registered in Schelhammer Capital Bank AG’s name because (a) Schelhammer Capital

Bank AG holds the Common Stock as a nominee only, (b) Schelhammer Capital Bank AG has neither voting nor investment power over such shares,

and (c) Schelhammer Capital Bank AG has not nominated or sought to nominate, and does not intend to nominate in the future, any person

to serve as a member of our Board;

and (ii) it is not required to file reports under Section 16(a) of the Exchange Act or to file either

Schedule 13D or Schedule 13G in connection with the shares of our Common Stock registered in the name of Schelhammer Capital Bank AG.

the representations of, or information provided by Schelhammer Capital Bank AG, are incorrect or Schelhammer Capital Bank AG was historically

1 unchanged sentence

Capital Bank AG and/or the investor group would have become a beneficial owner of more than 10% of our Common Stock on February 9, 1996,

as a result of the acquisition of 1,100 shares of our Preferred Stock that were convertible into a maximum of 256,560 shares of our Common

If either Schelhammer Capital Bank AG or a group of Schelhammer Capital Bank AG’s investors became a beneficial owner of

more than 10% of our Common Stock on February 9, 1996, or at any time thereafter, and thereby required to file reports under Section

16(a) of the Exchange Act, then Schelhammer Capital Bank AG has failed to file a Form 3 or any Forms 4 or 5 since February 9, 1996.

“Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter – Security Ownership

of Certain Beneficial Owners” for a discussion of Schelhammer Capital Bank AG’s current record ownership of our securities).

Code of Ethics applies to all our executive officers and is available on our website at www.perma-fix.com .

If any amendments are

made to the Code of Ethics or any grants of waivers are made to any provision of the Code of Ethics to any of our executive officers,

as a result of the acquisition on such date of 1,100 shares of our Preferred Stock that were convertible into a maximum of 256,560 shares

of our Common Stock.

If either Schelhammer Capital Bank AG or a group of Schelhammer Capital Bank AG’s investors became a beneficial

owner of more than 10% of our Common Stock on February 9, 1996, or at any time thereafter, and thereby required to file reports under

Section 16(a) of the Exchange Act, then Schelhammer Capital Bank AG has failed to file a Form 3 or any Forms 4 or 5 since February 9,

(See “Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters – Security

Ownership of Certain Beneficial Owners” for a discussion of Schelhammer Capital Bank AG’s current record ownership of our

Code of Business Conduct and Ethics (“Code of Ethics”), which applies to our Board and all our employees, including our CEO

and our senior financial officers, complies with applicable SEC rules and Nasdaq listing standards.

and is available on our website at

https://ir.perma-fix.com/governance-docs.

The provisions of the Code of Ethics that apply to the CEO and our senior financial

officers, including our CFO and our chief accounting officer, complies with the requirements imposed by the Sarbanes-Oxley Act of 2002

and the rules issued thereunder for codes of ethics applicable to such officers.

If any amendments are made to the Code of Ethics, or

any grants of waivers are made to any provision of the Code of Ethics, that are applicable to our CEO and our senior financial officers,

we will promptly disclose the amendment or waiver and nature of such amendment or waiver on our website at the same web address.

EXECUTIVE COMPENSATION

following table summarizes the total compensation paid or earned by each of the named executive officers (“NEOs”) for the

fiscal years ended December 31, 2021 and 2020.

and Principal Position

Incentive Plan Compensation

other Compensation

following table summarizes the total compensation of the Company’s named executive officers (“NEOs”) for the fiscal

years ended December 31, 2022 and 2021.

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

All other Compensation

Total Compensation

President and CEO

Ben Naccarato

Louis Centofanti

of Strategic Initiatives

of Nuclear & Technical Services

of Waste Treatment Operations

a discretionary bonus earned by the executive for fiscal year 2020 which was approved by the Company’s Compensation Committee

and which was paid in July 2021.

the aggregate grant date fair value of awards computed in accordance with ASC 718, “Compensation – Stock Compensation.”

Assumptions used in the calculation of this amount are included in “Note 6 – Capital Stock, Stock Plans, Warrants and

Stock Based Compensation” to “Notes to Consolidated Financial Statement.”

performance compensation earned under the Company’s 2020 Management Incentive Plan (“MIP”) which was paid in July

amount shown includes a monthly automobile allowance, insurance premiums (health, disability and life) paid by the Company on behalf

of the NEO, and 401(k) matching contributions.

EVP of Strategic Initiatives

Andy Lombardo

EVP of Nuclear & Technical Services

Richard Grondin

EVP of Waste Treatment Operations

the aggregate grant date fair value of awards computed in accordance with ASC 718, “Compensation

– Stock Compensation.” Assumptions used in the calculation of this amount are

included in “Part II – Item 8 – Financial Statements and Supplementary

Data – Notes to Consolidated Financial Statements - Note 6 – Capital Stock, Stock

Plans, Warrants and Stock Based Compensation.”

amount shown includes a monthly automobile allowance, insurance premiums (health, disability

and life) paid by the Company on behalf of the NEO, and 401(k) matching contributions.

Auto Allowance

Ben Naccarato

Louis Centofanti

Andy Lombardo

Richard Grondin

Versus Performance Table

required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are

providing the following information about the relationship between executive compensation actually paid and certain financial performance

of the Company.

Summary Compensation Table (SCT) Total for Principal Executive Officer (PEO) (1)

Compensation Actually Paid to PEO (2)

Average Summary Compensation Table Total for Non- PEO NEOs (3)

Average Compensation Actually Paid to Non-PEO NEOs (4)

Value of Initial Fixed $100 Investment Based On Total Shareholder Return (5)

Net (loss) income (6)

$ (3,816,000 )

amount for Mark Duff, President and CEO for each corresponding year in the “Total Compensation”

column of the Summary Compensation Table above.

dollar amounts reported in column (c) represent the amount of “compensation actually

Duff, as computed in accordance with Item 402(v) of Regulation S-K.

dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr.

Duff during the applicable year.

In accordance with the requirements of Item 402(v) of Regulation

S-K, the following adjustments were made to Mr.

Duff ’s total compensation for

each year to determine the compensation actually paid:

Value of Equity

Total for PEO

Adjustments (b)

The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” column in

the Summary Compensation Table for the applicable year.

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following:

year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;

(ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted

in prior years that are outstanding and unvested as of the end of the applicable year;

(iii) for awards that are granted and vest in

same applicable year, the fair value as of the vesting date;

(iv) for awards granted in prior years that vest in the applicable year,

the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;

(v) for awards granted in

prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount

equal to the fair value at the end of the prior fiscal year;

and (vi) the dollar value of any dividends or other earnings paid on stock

or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or

included in any other component of total compensation for the applicable year.

The valuation assumptions used to calculate fair values

did not materially differ from those disclosed at the time of grant.

The amounts deducted or added in calculating the equity award adjustments

are as follows:

Year End Fair

Outstanding and

Unvested Equity

Awards Granted

Year over Year

Change in Fair

Outstanding and

Unvested Equity

Award Granted in

Fair Value as of

Vesting Date of

Equity Awards

Vested in the

Year over Year

Change in Fair

Value of Equity

Award Granted in

that Vested in the

Fair Value at the

End of the Prior

Year of Equity

Failed to Meet

Conditions in the

Value of Dividends or

other Earnings Paid

on Stock or Option

Awards not Otherwise

Reflected in Fair

Value or Total

the average of the amounts reported for the Company’s NEO as a group (excluding Mr.

Duff) in the “Total Compensation” column of the Summary Compensation Table in

each applicable year.

The names of each of the NEOs (excluding Mr.

Duff) included for purposes

of calculating the average amounts in each applicable year were Ben Naccarato, CFO;

Centofanti, EVP of Strategic Initiatives;

Andy Lombardo, EVP of Nuclear and Technical Services;

and Richard Grondin, EVP of Waste Treatment Operations.

dollar amounts reported in column (e) represent the average amount of “compensation

actually paid” to the NEOs as a group (excluding Mr.

Duff), as computed in accordance

with Item 402(v) of Regulation S-K.

The dollar amounts do not reflect the actual average

amount of compensation earned by or paid to NEOs as a group (excluding Mr.

Duff) during the

applicable year.

In accordance with the requirements of Item 402(v) of Regulation S-K, the

following adjustments were made to average total compensation for the NEOs as a group (excluding

Duff) for each year to determine the compensation actually paid, using the same methodology

described in Note (2):

Average Reported

Compensation Table

Average Reported

Average Equity

Total for Non-PEO NEOs

Value of Equity

Adjustments (a)

Paid to Non-PEO

The amount deduced or added in calculating the total average equity adjustments are as follows:

Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year

Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Award Granted in Prior Years

Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year

Average Year over Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year

Fair Value at the Average End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year

Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

Average Total Equity Award Adjustments

(5) Cumulative

TSR is calculated by dividing the sum of the cumulative amount of dividends (which is none

for the Company) for the measurement period, assuming dividend reinvestment, and the difference

between our share price at the end and the beginning of the measurement period by our share

price at the beginning of the measurement period.

dollar amounts reported represent the amount of net (loss) income reflected in our consolidated

audited financial statements for the applicable year.

information provided in the “Pay Versus Performance” table above and the related disclosures will not be deemed to be incorporated

by reference in any of our filings under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective

of any general incorporation language in any such filing.

Equity Awards at Fiscal Year-End

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Equity Awards at December 31, 2022

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) (1) Unexercisable

Incentive Plan Awards:

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) (1) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Exercise Price ($)

Option Expiration

Option Exercise Price ($)

Option Expiration Date

Ben Naccarato

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Richard Grondin

Pursuant to each of the employment agreements between the Company

and, respectively, Mark Duff, Ben Naccarato, Dr.

Louis Centofanti, Andy Lombardo, and Richard Grondin, each dated July 22, 2020, in the

event of a change in control, death of the executive officer, the executive officer terminates his employment for “good reason”

or the executive officer is terminated by the Company without cause, each outstanding option and award shall immediately become exercisable

in full (see “Employment Agreements” below for further discussion of the events pursuant to which accelerated exercise of

the respective NEO’s outstanding options can arise).

Incentive stock option granted on May 15, 2016 under the Company’s

2010 Stock Option Plan.

The option has a contractual term of six years with one-third yearly vesting over a three-year period.

Incentive stock option granted on July 27, 2017 under the Company’s

2017 Stock Option Plan.

The option has a contractual term of six years with one-fifth yearly vesting over a five-year period.

Incentive stock option granted on January 17, 2019 under the

Company’s 2017 Stock Option Plan.

The option has a contractual term of six years with one-fifth yearly vesting over a five-year

Incentive stock option granted on October 19, 2017 under the

Company’s 2017 Stock Option Plan.

The option has a contractual term of six years with one-fifth yearly vesting over a five-year

Incentive stock option granted on October 14, 2021under the

Company’s 2017 Stock Option Plan.

The option has a contractual term of six years with one-fifth yearly vesting over a five-year

of the Company’s NEOs exercised options in 2021.

Pursuant to each of the employment agreements between the Company and, respectively, Mark Duff, Ben Naccarato, Dr.

Louis Centofanti,

Andy Lombardo, and Richard Grondin, each dated July 22, 2020, in the event of a change in control, death of the executive officer, the

executive officer terminates his employment for “good reason” or the executive officer is terminated by the Company without

cause, each outstanding option and award shall immediately become exercisable in full (see “Employment Agreements” below

for further discussion of the events pursuant to which accelerated exercise of the respective NEO’s outstanding options can arise).

Incentive stock option granted on July 27, 2017 under the Company’s 2017 Stock Option Plan.

The option has a contractual

term of six years with one-fifth yearly vesting over a five-year period.

Incentive stock option granted on January 17, 2019 under the Company’s 2017 Stock Option Plan.

The option has a contractual

term of six years with one-fifth yearly vesting over a five-year period.

Incentive stock option granted on October 19, 2017 under the Company’s 2017 Stock Option Plan.

The option has a contractual

term of six years with one-fifth yearly vesting over a five-year period.

Incentive stock option granted on October 14, 2021 under the Company’s 2017 Stock Option Plan.

The option has a contractual

term of six years with one-fifth yearly vesting over a five-year period.

table below reflects options exercised by our NEO in 2022.

Value Realized

Exercise (#) (1)

On May 9, 2022, Mr.

Duff exercised 100% of an ISO granted to

him on May 15, 2016 under the Company’s 2010 Stock Option Plan for the purchase of up to 50,000 shares of the Company’s Common

Stock at $3.97 per share.

As permitted by the 2010 Stock Option Plan, Mr.

Duff elected to pay the exercise price of the Option Shares

by having the Company withhold from the Option Shares a number of shares having a fair market value equal to the aggregate exercise price

Since the fair market value of the Company’s Common Stock on May 9, 2022 (as determined in accordance with the 2010

Stock Option Plan) was $5.93 per share, the Company withheld 33,474 shares of Common Stock ($198,500 divided by $5.93) to pay the aggregate

exercise price of the option and issued 16,526 shares to Mr.

Realized value determined based on the difference between the

(a) exercise price ($3.97) per share of the Option Shares multiplied by the 50,000 Option Shares exercised, and (b) the market value

($5.93) on the date of exercise of the Option Shares times the 50,000 Option Shares exercised.

of the NEOs entered into an employment agreement with the Company dated July 22, 2020 (each, an “Employment Agreement” and,

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In addition, each of the NEOs is entitled to participate in the Company’s broad-based benefits plans and to certain

performance compensation payable under separate MIPs as approved by the Company’s Compensation Committee and Board.

The Company’s

Compensation Committee and the Board approved individual 2021 MIPs on January 21, 2021 (which were effective January 1, 2021 and applicable

for the 2021 fiscal year) for each of the executive officers (see discussion of each of the 2021 MIPs below under “2021 MIPs”).

performance compensation payable under separate Management Incentive Plans (“MIPs”) as approved by the Company’s Compensation

Committee and Board.

The Company’s Compensation Committee and the Board approved individual 2022 MIPs on January 20, 2022 (which

were effective January 1, 2022 and applicable for the 2022 fiscal year) for each of the executive officers (see discussion of each of

the 2022 MIPs below under “2022 MIPs”).

of the Employment Agreements is effective for three years from July 22, 2020 (the “Initial Term”) unless earlier terminated

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cause (including any such termination for “good reason” or without cause within 24 months after a Change in Control (as defined

in the agreements), the Company will pay the NEO the Accrued Amounts, two years of full base salary, and two times the performance compensation

(under the NEO’s MIP) earned with respect to the fiscal year immediately preceding the date of termination provided the performance

compensation earned with respect to the fiscal year immediately preceding the date of termination has not yet been paid.

If performance

compensation earned with respect to the fiscal year immediately preceding the date of termination has been paid to the NEO, the NEO will

be paid an additional year of the performance compensation earned with respect to the fiscal year immediately preceding the date of termination.

If the NEO terminates his employment for a reason other than for good reason, the Company will pay to the executive an amount equal to

the Accrued Amounts plus any performance compensation payable pursuant to the MIP applicable to such NEO.

in the agreements), the Company will pay the NEO the Accrued Amounts, (a) two years of full base salary, plus (b) (i) two times the performance

compensation (under the NEO’s MIP) earned with respect to the fiscal year immediately preceding the date of termination provided

the performance compensation earned with respect to the fiscal year immediately preceding the date of termination has not yet been paid,

or (ii) if performance compensation earned with respect to the fiscal year immediately preceding the date of termination has already

been paid to the NEO, the NEO will be paid an additional year of the performance compensation earned with respect to the fiscal year

immediately preceding the date of termination.

If the NEO terminates his employment for a reason other than for good reason, the Company

will pay to the executive an amount equal to the Accrued Amounts plus any performance compensation payable pursuant to the MIP applicable

there is a Change in Control (as defined in the agreements), all outstanding stock options to purchase the common stock held by the NEO

17 unchanged sentences

salary earned for 2022 but paid in 2023, as well as accrued unused vacation/sick time and other vested benefits under the Company plans

in which he/she participates).

in which he participates).

The NEO is not entitled to payment of any benefits upon termination for cause or resignation without good

reason other than for Accrued Amounts.

Name and Principal Position

Potential Payment/Benefit

By Executive for

Good Reason or by

Name and Principal Position

Company Without

Change in Control

Potential Payment/Benefit

of the Company

5 unchanged sentences

Stock Options

$ 465,500 (3)

Ben Naccarato

4 unchanged sentences

Stock Options

$ 181,700 (3)

Louis Centofanti

5 unchanged sentences

Stock Options

$ 181,700 (3)

Andy Lombardo

12 unchanged sentences

Stock Options

(1) Represents

two times the base salary of the NEO at December 31, 2022 plus “Accrued Amounts.”

two times the performance compensation earned for fiscal year 2021 which was $0 (see “2021 MIPs” below).

is calculated based on the difference between the exercise price of each option and the market value of the Company’s Common

Stock per share (as reported on the NASDAQ) at December 31, 2021 times the number of options outstanding at December 31, 2021.

excludes options which were out-of-the-money at December 31, 2021.

(2) Represents

two times the performance compensation earned for fiscal year 2022 which was $0 (see “2022

MIPs” below).

is calculated based on the difference between the exercise price of each option and the market

value of the Company’s Common Stock per share (as reported on the NASDAQ) at December

31, 2022 times the number of options outstanding at December 31, 2022.

Benefit excludes options

which were out-of-the-money at December 31, 2022.

Executive Compensation Components

4 unchanged sentences

and other benefits;

● perquisites.

on the amounts set forth in the Summary Compensation table, during 2022, salary accounted for approximately 89.0% of the total compensation

5 unchanged sentences

its review of base salaries for executives, the Compensation Committee primarily considers:

data and comparisons to similar companies within the business segments in which the Company operates;

data and comparisons to similar companies within the business segments in which the Company

review of the executive’s compensation, both individually and relative to other officers;

4 unchanged sentences

The base salary and potential annual base salary adjustments for the NEOs are set forth in their respective employment agreements.

On January 20, 2022, the Compensation Committee and the Board approved a cost of living increase of 6.4% to each NEO’s annual base

salary, effective January 1, 2022.

Such increase was reflected in each of the 2022 MIPs as described below.

Performance-Based

12 unchanged sentences

meeting following the hire date.

January 21, 2021, the Compensation Committee and the Board approved individual MIP for the calendar year 2021 for each of the Company’s

Each of the MIPs was effective January 1, 2021 and applicable for the 2021 fiscal year.

Each MIP provides guidelines for the calculation

of annual cash incentive-based compensation, subject to Compensation Committee oversight and modification.

January 20, 2022, the Compensation Committee and the Board approved individual MIPs for the calendar year 2022 for each of the NEOs.

Each of the MIPs was effective January 1, 2022.

performance compensation payable under each MIP was based upon meeting certain of the Company’s separate target objectives during

2022 as described in each of the MIPs below.

The Compensation Committee believe performance compensation payable under each of the MIPs

should be based on achievement of an EBITDA (earnings before interest, taxes, depreciation and amortization) target, a non- GAAP (“Generally

Accepted Accounting Principles”) financial measurement, as the Company believes that this target provides a better indicator of

operating performance as it excludes certain non-cash items.

EBITDA has certain limitations as it does not reflect all items of income

or cash flows that affect the Company’s financial performance under GAAP.

targets set forth in each of 2021 MIPs took into account the Board-approved budget for 2021 as well as the Compensation Committee’s

The Compensation Committee believes performance compensation payable under each of the MIPs

should be based on achievement of at least 75% of EBITDA (earnings before interest, taxes, depreciation and amortization), a non-GAAP

financial measurement, as the Company believes that this target provides a better indicator of operating performance as it excludes certain

non-cash items.

EBITDA has certain limitations as it does not reflect all items of income or cash flows that affect the Company’s

financial performance under GAAP.

No performance compensation was earned for each of the target objectives under any of the MIPs for

2022 since a minimum of 75% of the EBITDA target was not achieved.

targets set forth in each of the 2022 MIPs took into account the Board-approved budget for 2022 as well as the Compensation Committee’s

expectation for performance that in its estimation would warrant payment of incentive cash compensation.

2 unchanged sentences

for 2022 government spending.

compensation, if any, was to be paid on or about 90 days after year-end, or sooner, based on final Form 10-K filing.

The Compensation

Committee retained the right to modify, change or terminate each MIP and may adjust the various target amounts described below, at any

time and for any reason.

compensation, if any, was to be paid on or about 90 days after year-end, or sooner, based on the Company’s audited financial statements

included in the Company’s Form 10-K filed with the SEC.

The Compensation Committee retained the right to modify, change or terminate

each MIP and may adjust the various target amounts described below, at any time and for any reason.

total performance compensation that was to be paid to the NEOs under the MIPs was not to exceed 50% of the Company’s pre-tax net

income prior to the calculation of performance compensation.

following schedules reflect performance compensation payable under each of the MIPs, along with descriptions of the target objectives.

No performance compensation was earned under any of the MIPs for 2021.

In February 2021, the Compensation Committee approved a cost of

living increase of 2.3% to each NEO’s annual base salary, effective April 1, 2021.

This increase was not reflected in the annualize

base pay below for each of the 2021 MIPs as approved on January 21, 2021:

following schedules reflect performance compensation that was payable under each of the MIPs, along with a description of the target

As noted above, no performance compensation was earned under any of the MIPs for 2022 since a minimum of 75% of the EBITDA

target was not achieved.

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Performance Incentive Compensation Target (at 100% of Plan):

Total Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2022 Management Incentive Plan

Target Objectives

CEO MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Serivces, Inc.

& Safety (3) (6)

& License Violations (4) (6)

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2022 Management Incentive Plan

Target Objectives

CFO MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3)

Permit & License

Violations (4) (6)

& License Violations (4) (6)

of Strategic Initiatives MIP:

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2022 Management Incentive Plan

OF STRATEGIC INITIATIVES MIP MATRIX

Target Objectives

EVP OF STRATEGIC INITIATIVES MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

& Safety (3) (6)

& License Violations (4) (6)

of Waste Treatment Operations MIP:

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2022 Management Incentive Plan

OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Objectives

EVP OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License Violations

& Safety (3) (6)

& License Violations (4) (6)

of Nuclear and Technical Services MIP:

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2022 Management Incentive Plan

OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX

Target Objective

EVP OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

was defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2021 financial statements.

The percentage achieved was determined by comparing the actual consolidated revenue for 2021 to the Board approved Revenue target

was defined as earnings before interest, taxes, depreciation, and amortization from continuing and discontinued operations, including

The percentage achieved was determined by comparing the actual EBITDA to the Board approved EBITDA target for 2021.

Health and Safety incentive was based upon the actual number of Worker’s Compensation Lost Time Accidents in the Company’s

Services Segment, as provided by the Company’s Worker’s Compensation carrier.

The Corporate Controller submitted 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 were identified on the loss report as “indemnity

claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding performance target thresholds

was established for the annual Incentive Compensation Plan calculation for 2021.

& Safety (3) (6)

Performance Incentive (5) (6)

was defined as the total consolidated third-party top line revenue as publicly reported in

the Company’s 2022 financial statements.

The percentage achieved was determined by

comparing the actual consolidated revenue for 2022 to the Board approved Revenue target for

was defined as earnings before interest, taxes, depreciation, and amortization from continuing

and discontinued operations.

The percentage achieved was determined by comparing the actual

EBITDA to the Board approved EBITDA target for 2022.

Health and Safety Incentive target was based upon the actual number of Worker’s Compensation

Lost Time Accidents in the Company’s Services Segment, as provided by the Company’s

Worker’s Compensation carrier.

The Corporate Controller submitted 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 were identified on the loss report as “indemnity claims.”

The following number of Worker’s Compensation Lost Time Accidents and corresponding

performance target thresholds was established for the annual Incentive Compensation Plan

calculation for 2022.

Target Achieved

or License Violations incentive was earned/determined according to the scale set forth below:

An “official notice of non-compliance”

was defined as an official communication during 2021 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 resulted in a facility’s

implementation of corrective action(s).

An “official notice of non-compliance” was defined as an official communication

during 2022 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 resulted in a facility’s implementation of corrective action(s) which included

a material financial obligation, as determined by the Company’s Board of Directors

in their sole discretion, to the Company.

License Violations

Target Achieved

Performance Index (“CPI” – a metric used in measuring project performance) incentive was earned/determined by maintaining

project performance metrics for all Firm Fixed Price task orders and projects to include monitoring CPI based on recognized earned

value calculations.

As defined through monthly project reviews, all CPI metrics should exceed 1.0 for Nuclear Services Projects.

A cumulative CPI (“CCPI”) was calculated from all fixed cost contracts.

The following CCPI and corresponding performance

target thresholds were established for annual incentive compensation plan calculation for 2021.

performance incentive compensation was payable for achieving the target objective unless a minimum of 60% of the EBITDA target objective

was achieved.

incentive was earned/determined by maintaining project performance metrics for all Firm Fixed

Price task orders and projects to include monitoring CPI based on recognized earned value

calculations.

As defined through monthly project reviews, all CPI metrics should exceed 1.0

for Nuclear Services Projects.

A cumulative CPI (CCPI) was calculated from all fixed cost

The following CCPI and corresponding performance target thresholds were established

for annual incentive compensation plan calculation for 2022.

Target Achieved

performance incentive compensation was payable for the target objective unless a minimum

of 75% of the EBITDA target objective is achieved.

January 19, 2023, the Compensation Committee and the Board approved individual MIPs for the calendar year 2023 for each of the NEOs.

Each of the MIPs was effective January 1, 2022.

performance compensation payable under each MIP was based upon meeting certain of the Company’s separate target objectives during

2022 as described in each of the MIPs below.

Each of the MIPs is effective January 1, 2023.

performance compensation payable under each MIP is based upon meeting certain of the Company’s separate target objectives during

2023 as described in each of the MIPs below, provided, however, no performance compensation will be paid for attaining any of the Company’s

separate target objectives unless a minimum of 75% of the EBITDA target objective is achieved.

targets set forth in each of the 2023 MIPs take into account the Board-approved budget for 2023 as well as the Compensation Committee’s

10 unchanged sentences

following schedules reflect performance compensation payable under each of the MIPs, along with a description of the target objectives.

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Serivces, Inc.

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2023 Management Incentive Plan

Target Objectives

CEO MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Environmental Serivces, Inc.

& Safety (3) (6)

& License Violations (4) (6)

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Perma-Fix Environmental Serivces, Inc.

2023 Management Incentive Plan

Target Objectives

CFO MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

& Safety (3) (6)

& License Violations (4) (6)

of Strategic Initiatives MIP:

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

2023 Management Incentive Plan

OF STRATEGIC INITIATIVES MIP MATRIX

Target Objectives

EVP OF STRATEGIC INITIATIVES MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License Violations

& Safety (3) (6)

& License Violations (4) (6)

of Waste Treatment Operations MIP:

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

2023 Management Incentive Plan

OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Objectives

EVP OF WASTE TREATMENT OPERATIONS MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Permit & License

Violations (4) (6)

& Safety (3) (6)

& License Violations (4) (6)

of Nuclear and Technical Services MIP:

Annualized Base Pay:

Performance Incentive

Compensation Target (at 100% of Plan):

Total Annual Target

Compensation (at 100% of Plan):

Incentive Compensation Target (at 100% of Plan):

Annual Target Compensation (at 100% of Plan):

Environmental Serivces, Inc.

2023 Management Incentive Plan

OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX

Target Objectives

EVP OF NUCLEAR & TECHNICAL SERVICES MIP MATRIX

Target Achieved

Revenue (1) (6)

Health & Safety (3) (6)

Cost Performance Incentive

is defined as the total consolidated third-party top line revenue as publicly reported in the Company’s 2022 financial statements.

The percentage achieved is determined by comparing the actual consolidated revenue for 2022 to the Board approved Revenue target

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 2022.

Health and Safety Incentive target is based upon the actual number of Worker’s Compensation Lost Time Accidents in the Company’s

Services 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 2022.

& Safety (3) (6)

Performance Incentive (5) (6)

is defined as the total consolidated third-party top line revenue as publicly reported in

the Company’s 2023 financial statements.

The percentage achieved is determined by comparing

the actual consolidated revenue for 2023 to the Board approved Revenue target for 2023.

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 2023.

Health and Safety Incentive target is based upon the actual number of Worker’s Compensation

Lost Time Accidents in the Company’s Services 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 2023.

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 2022 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 .

An “official notice of non-compliance” is defined as an official communication

during 2023 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.

License Violations

Target Achieved

incentive is earned/determined by maintaining project performance metrics for all Firm Fixed Price task orders and projects to include

monitoring CPI based on recognized earned value calculations.

As defined through monthly project reviews, all CPI metrics should

exceed 1.0 for Nuclear Services Projects.

A cumulative CPI (CCPI) will be calculated from all fixed cost contracts.

The following

CCPI and corresponding performance target thresholds have been established for annual incentive compensation plan calculation for

performance incentive compensation will be payable for the target objective unless a minimum of 75% of the EBITDA target objective

incentive is earned/determined by maintaining project performance metrics for all Firm Fixed

Price task orders and projects to include monitoring CPI based on recognized earned value

calculations.

As defined through monthly project reviews, all CPI metrics should exceed 1.0

for Nuclear Services Projects.

A cumulative CPI (CCPI) will be calculated from all fixed

cost contracts.

The following CCPI and corresponding performance target thresholds have been

established for annual incentive compensation plan calculation for 2023.

performance incentive compensation will be payable for the target objective unless a minimum

of 75% of the EBITDA target objective is achieved.

Incentive Compensation

Stock Option Plans

2017 Stock Option Plan (“2017 Plan”) encourages participants to focus on long-term performance and provides an opportunity

2017 Stock Option Plan (“2017 Option Plan”) encourages participants to focus on long-term performance and provides an opportunity

for executive officers and certain designated key employees to increase their stake in the Company.

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value to executives only when the value of our stock increases.

The 2017 Plan authorizes the grant of Non-Qualified Stock Options (“NQSOs”)

and Incentive Stock Options (“ISOs”) for the purchase of our Common Stock.

2017 Plan assists the Company to:

The 2017 Option Plan authorizes the grant of NQSOs and ISOs for the purchase

of our Common Stock.

2017 Option Plan assists the Company to:

the link between the creation of stockholder value and long-term executive incentive compensation;

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of our NEOs).

An option granted to our President and CEO in May 2016 for the purchase of up to 50,000 shares of the Company’s Common

Stock at $3.97 per share with an expiration date of May 15, 2022 remains outstanding under the 2010 Stock Option Plan.

The 2010 Stock

Option Plan expired on September 29, 2020;

however, the option remains in effect until the earlier of the exercise date by the optionee

or the maturity date of May 15, 2022.

On January 19, 2023, the Company’s Board and Compensation Committee approved ISO for each of the Company’s

executive officers for the purchase set forth in his respective ISO Agreement, as follows:

70,000 shares for the CEO;

40,000 shares for

30,000 shares for the EVP of Strategic Initiatives;

30,000 shares for the EVP of Waste Treatment Operations;

and 30,000 shares

for the EVP of Nuclear and Technical Services.

Each of the ISOs granted has a contractual term of six years with one-fifth yearly vesting

over a five-year period.

The exercise price of the ISO is $3.95 per share, which was equal to the fair market value of the Company’s

Common Stock on the date of grant.

cases of termination of an executive officer’s employment due to death, by the executive for “good reason,” by the

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executive officer will immediately become exercisable in full (see further discussion of the exercisability term of these options in

each of these circumstances in “Item 11 – EXECUTIVE COMPENSATION – Employment Agreements”).

Otherwise, vesting

of option awards ceases upon termination of employment and exercise right of the vested option amount ceases upon three months from termination

of employment except in the case of retirement (subject to a six-month limitation) and disability (subject to a one-year limitation).

each of these circumstances in “EXECUTIVE COMPENSATION – Employment Agreements”).

Otherwise, vesting of option awards

ceases upon termination of employment and exercise right of the vested option amount ceases upon three months from termination of employment

except in the case of retirement (subject to a six-month limitation) and disability (subject to a one-year limitation).

for Stock-Based Compensation

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The executive officers are provided an auto allowance.

who are employees receive no additional compensation for serving on the Board or its Board of Directors Committee(s) (the “Committee(s)”).

In 2021, the Company provided the following compensation to each non-employee Board member and the Board Committee(s) for which the Board

member serves.

director was paid a quarterly fee of $11,500;

Chairman of the Board was paid an additional quarterly fee of $8,750;

Chairman of the Audit Committee was paid an additional quarterly fee of $6,250;

Chairman of each of the Compensation Committee, the Nominating Committee, and the Strategic Committee was paid an additional $3,125

in quarterly fees.

The Chairman of the Board was not eligible to receive a quarterly fee for serving as the Chairman of any the aforementioned

Audit Committee member (excluding the Chairman of the Audit Committee) was paid an additional quarterly fee of $1,250;

member of the Compensation Committee, the Nominating Committee, and the Strategic Committee was paid an additional quarterly fee

who are employees receive no additional compensation for serving on the Board or its committee(s).

In 2022, the Company provided the

following annual compensation to each non-employee director and the committee(s) for which he/she serves:

quarterly fee of $11,500;

additional quarterly fee of $8,750 to the Chairman of the Board;

additional quarterly fee of $6,250 to the Chairman of the Audit Committee;

additional quarterly fee of $3,125 to the Chairman of each of the Compensation Committee, the Governance and Nominating Committee,

and the Strategic Committee.

The Chairman of the Board was not eligible to receive a quarterly fee for serving as the Chairman of any

the aforementioned committees;

additional $1,250 to each Audit Committee member (excluding the Chairman of the Audit Committee);

additional quarterly fee of $500 to each member of the Compensation Committee, the Governance and Nominating Committee, and the Strategic

Such fee was payable only if the member did not also serve as the Chairman of any other standing committees or as the Chairman

of the Board;

fee of $1,000 for each board meeting attendance and a $500 fee for meeting attendance via conference call.

director may elect to have either 65% or 100% of such fees payable in Common Stock under the 2003 Outside Directors Stock Option Plan

fee of $1,000 for each in-person board meeting attended and a $500 fee for meeting attendance

via conference call;

director may elect to have either 65% or 100% of such fees payable in Common Stock under the 2003 Outside Directors Stock Plan (“2003

Outside Directors Plan”), with the balance, if any, payable in cash.

to July 20, 2021, each non-employee director was also provided an option to purchase 6,000 and 2,400 shares of the Company’s Common

Stock upon initial election and re-election, respectively, with each option having a 10-year term and being fully vested after six months

from date grant date.

On July 20, 2021, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved

an amendment to the Company’s 2003 Outside Directors Plan which provided the following, among other thing:

increased (a) the number

of shares of Common Stock subject to the automatic option grant made to each non-employee director upon initial election, from 6,000

to 20,000 shares, (b) increased the number of shares of Common Stock subject to the automatic option grant made to each non-employee

director upon reelection, from 2,400 to 10,000 shares, and (c) amended the vesting period of options granted under the plan, from a six-month

vesting period to 25% per year, beginning on the first anniversary date of the grant.

non-employee director was also granted an option to purchase 10,000 shares of Common Stock upon reelection with vesting period of 25%

per year, beginning on the first anniversary date of the grant, with each option having a 10-year term.

Louis Centofanti, a current member of the Board, is not eligible to receive compensation for his service as a director of the Company

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Other Compensation

the 2003 Outside Directors Plan, each director elects to receive 65% or 100% of the director’s fees in shares of our Common

The amounts set forth above represent the portion of the director’s fees paid in cash and exclude the value of the director’s

fee elected to be paid in Common Stock under the 2003 Outside Directors Plan, which values are included under “Stock Awards.”

number of shares of Common Stock comprising stock awards granted under the 2003 Outside Directors Plan is calculated based on 75%

of the closing market value of the Common Stock as reported on the NASDAQ on the business day immediately preceding the date that

the quarterly fee is due.

the 2003 Outside Directors Plan, each director elects to receive 65% or 100% of the director’s

fees in shares of our Common Stock.

The amounts set forth above represent the portion of

the director’s fees paid in cash and exclude the value of the director’s fee

elected to be paid in Common Stock under the 2003 Outside Directors Plan, which values are

included under “Stock Awards.”

number of shares of Common Stock comprising stock awards granted under the 2003 Outside Directors

Plan is calculated based on 75% of the closing market value of the Common Stock as reported

on the NASDAQ on the business day immediately preceding the date that the quarterly fee is

Such shares are fully vested on the date of grant.

The value of the stock award is based on the market

value of our Common Stock at each quarter end times the number of shares issuable under the award.

The amount shown is the fair value

of the Common Stock on the date of the award.

options granted under the Company’s 2003 Outside Directors Plan resulting from re-election to the Board on July 20, 2021.

are for a 10-year period with an exercise price of $5.93 per share and vest 25% per year, beginning on the first anniversary date

of the grant.

The value of the option award for each outside director is calculated based on the fair value of the option per share

(approximately $3.80) on the date of grant times the number of options granted, which was 10,000 for each director, pursuant to ASC

718, “Compensation – Stock Compensation.” Option awards for Kerry C.

Duggan also included the grant of an option

for the purchase of up to 6,000 shares of our Common Stock upon initial election to the Board on May 4, 2021.

The options have a

10-year term with an exercise price of $7.50 per share and are fully vested six months from date of grant.

The fair value of the

6,000 options was determined to be approximately $30,000 based on fair value of $4.97 per share.

following table reflects the aggregate number of outstanding NQSO held by the Company’s directors at December 31, 2021.

an employee of the Company or its subsidiaries, Dr.

Centofanti is not eligible to participate in the 2003 Outside Directors Plan.

Options reflected below for Dr.

The value of the stock award is based

on the market value of our Common Stock at each quarter end times the number of shares issuable

under the award.

The amount shown is the fair value of the Common Stock on the date of the

options granted under the Company’s 2003 Outside Directors Plan resulting from re-election

to the Board on July 21, 2022.

Options are for a 10-year period with an exercise price of

$5.15 per share and vest 25% per year, beginning on the first anniversary date of the grant.

The value of the option award for each outside director is calculated based on the fair value

of the option per share (approximately $3.61) on the date of grant times the number of options

granted, which was 10,000 for each director, pursuant to ASC 718, “Compensation –

Stock Compensation.”.

following table reflects the aggregate number of outstanding NQSO held by the Company’s

directors at December 31, 2022.

As an employee of the Company or its subsidiaries, Dr.

is not eligible to participate in the 2003 Outside Directors Plan.

Options reflected below

Centofanti were granted from the 2017 Plan as discussed previously:

Options Outstanding at

Options Outstanding

at December 31, 2022

Louis Centofanti

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with those of our stockholders;

therefore, under our 2003 Outside Directors Plan, as amended, each outside director is granted a 10-year

option to purchase up to 20,000 shares of Common Stock on the date such director is initially elected to the Board, and receives on each

re-election date an option to purchase up to another 10,000 shares of our Common Stock, with the exercise price being the fair market

value of the Common Stock preceding the option grant date.

Common Stock shares subject to option granted vest at 25% per year, beginning

on the first anniversary date of the grant and no option shall be exercisable after the expiration of ten years from the date the option

At December 31, 2021, options to purchase 204,400 shares of Common Stock were outstanding under the 2003 Outside Directors

Plan, of which 134,400 were vested at December 31, 2021.

therefore, under our 2003 Outside Directors Plan, each outside director is granted a 10-year NQSO to

purchase up to 20,000 shares of Common Stock on the date such director is initially elected to the Board, and receives on each re-election

date a NQSO to purchase up to another 10,000 shares of our Common Stock, with the exercise price being the fair market value of the Common

Stock preceding the option grant date.

Common Stock shares subject to option granted vest at 25% per year, beginning on the first anniversary

date of the grant and no option shall be exercisable after the expiration of ten years from the date the option is granted.

31, 2022, options to purchase 262,400 shares of Common Stock were outstanding under the 2003 Outside Directors Plan, of which 139,900

were vested at December 31, 2022.

a member of the Board, each director may elect to receive either 65% or 100% of his director’s fee in shares of our Common Stock.

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In 2022, the fees earned by our outside directors totaled approximately $572,000.

Reimbursements of expenses for attending meetings

of the Board are paid in cash at the time of the applicable Board meeting.

As a management director, Dr.

Centofanti is not eligible to

participate in the 2003 Outside Directors Plan.

of December 31, 2021, we have issued 775,346 shares of our Common Stock in payment of director fees since the inception of the 2003 Outside

Directors Plan.

the event of a “change of control” (as defined in the 2003 Outside Directors Plan), each outstanding stock option and stock

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us to be the beneficial owners of more than 5% of any class of our voting securities.

of Beneficial Owner

Advisors, Inc.

Name of Beneficial Owner

Heartland Advisors, Inc.

The number of shares and the percentage of outstanding Common Stock shown as beneficially owned by a person are based upon 13,358,075

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This information is based on the Schedule 13D of Heartland Advisors, Inc., an investment advisor, filed with the Commission on

November 16, 2021 disclosing that at November 12, 2021, each Heartland Advisors, Inc.

William Nasgovitz, as a control person

of Heartland Advisors, Inc.

had shared dispositive power over all shares shown above and shared voting power over 1,045,500 of such shares.

January 10, 2023, disclosing that at December 31, 2022, each of Heartland Advisors, Inc., Heartland Holdings, Inc.

William Nasgovitz,

as a control person of Heartland Advisors, Inc., had shared dispositive power over all shares shown above and shared voting power over

1,015,500 of such shares.

The address of Heartland Advisors, Inc.

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be considered to beneficially own on February 1, 2023:

Capital Bank AG

Schelhammer Capital Bank AG

1,897,794 (+)

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person has the right to acquire beneficial ownership within 60 days.

Amount and Nature

Name of Beneficial

Beneficial Owner (1)

of Beneficial Owner (2)

and Nature of Beneficial Owner (1)

Centofanti (5)

Mark Duff (11)

Richard Grondin (12)

Andy Lombardo (13)

Ben Naccarato (14)

Directors and Executive Officers as a Group

Lombardo (13)

Naccarato (14)

and Executive Officers as a Group (12 persons)

1,436,794 (15)

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See footnote (1) of the table under “Security Ownership of Certain Beneficial Owners.”

The business address of each person, for the purposes hereof, is c/o Perma-Fix Environmental Services, Inc., 8302 Dunwoody Place,

Suite 250, Atlanta, Georgia 30350.

(2) The business address of each person, for the purposes hereof, is c/o Perma-Fix Environmental Services, Inc., 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350.

Bostick has sole and voting and investment power over all shares shown, which include:

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(5) These shares include (i) 174,225 shares held of record by Dr.

Centofanti, (ii) immediately exercisable options to purchase 49,000

shares, and (iii) 62,800 shares held by Dr.

Centofanti, (ii) immediately exercisable options to purchase 66,000 shares, and (iii) 62,800 shares held by Dr.

Centofanti’s wife.

Centofanti has sole voting and investment power over all such

shares, except for the shares held by Dr.

Centofanti has sole voting and investment power over all such shares, except for the shares held by Dr.

Centofanti’s wife, over which Dr.

Centofanti shares voting and investment power.

Centofanti also owns 700 shares of PF Medical’s Common Stock.

Grumski has sole and voting and investment power over all shares shown, which include:

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Shelton, and (ii) immediately exercisable options to purchase 21,700 shares.

Shelton also owns 750 shares of PF

Medical’s Common Stock.

Wamp has sole voting and investment power over all shares shown, which include:

(i) 27,546 shares of Common Stock held

of record by Mr.

(i) 37,720 shares of Common Stock held of record by Mr.

Wamp, and (ii) immediately exercisable options to purchase 15,700 shares.

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Grondin has sole voting and investment power over all shares shown, which include:

(i) 36 shares of Common Stock held

of record by Mr.

(i) 1,036 shares of Common Stock held of record by Mr.

Grondin, and (ii) immediately exercisable options to purchase 33,000 shares.

Lombardo has sole voting and investment power over all shares shown, which include:

(i) 5,900 shares of Common Stock

held of record by Mr.

(i) 6,900 shares of Common Stock held of record by Mr.

Lombardo, and (ii) immediately exercisable options to purchase 23,000 shares.

Naccarato has sole voting and investment power over all shares shown, which include:

(i) 3,318 shares of Common Stock

held of record by Mr.

(i) 4,393 shares of Common Stock held of record by Mr.

Naccarato, and (ii) immediately exercisable options to purchase 67,000 shares.

Naccarato also owns 100 shares

of PF Medical’s Common Stock.

(15) Amount includes 427,700 immediately exercisable options.

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Compensation Plan

Plan Category

of securities to

be issued upon exercise

of outstanding options

warrants and rights

exercise price of

options, warrants

of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected

Equity compensation plans approved

by stockholders

Equity compensation

plans not approved by stockholders

of securities to be issued upon exercise of outstanding options warrants and rights

average exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected

in column (a)

compensation plans

approved by stockholders

compensation plans not

approved by stockholders

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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in the future, and in which:

amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for

the last two completed fiscal years;

of our directors, executive officers or beneficial owners of more than 5% of any class of our voting securities, or any member of

the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average

of our total assets at year-end for the last two completed fiscal years;

of our directors, executive officers or beneficial owners of more than 5% of any class of

our voting securities, or any member of the immediate family of the foregoing persons, had

or will have a direct or indirect material interest.

Committee Review

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extent of the related person’s interest in the transaction;

the transaction is on terms generally available to an unaffiliated third-party under the same or similar circumstances;

the transaction is on terms generally available to an unaffiliated third-party under the

same or similar circumstances;

cost and benefit to the Company;

impact or potential impact on a director’s independence in the event the related party is a director, an immediate family member

of a director or an entity in which a director is a partner, stockholder or executive officer;

impact or potential impact on a director’s independence in the event the related party

is a director, an immediate family member of a director or an entity in which a director

is a partner, stockholder or executive officer;

availability of other sources for comparable products or services;

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as of the time it is authorized, approved, or ratified by the board, a committee or the stockholders.

provisions of the Code of Ethics apply to our NEOs and provides that such individuals must exhibit and promote honest and ethical conduct

in connection with the performance of his or her duties for and on behalf of the Company, including the ethical handling of actual or

apparent conflicts of interest involving such individual and the Company, by, among other considerations:

entering into a transaction that would result in a conflict of interest with what is in the best interest of the Company and that

is reasonably likely to result in material personal gain to any such individuals or their affiliates;

having a personal financial interest in any of the Company’s suppliers, customers or competitors that could cause divided loyalty

as a result of having the ability to influence the Company’s decisions with that particular supplier or customer or actions

to be taken by the Company that could materially benefit a competitor.

Code of Ethics, which applies to our Board and all our employees, including the executive officers identified under the heading “Named

Executive Officers” and our senior financial officers, provide that such individuals must exhibit and promote honest and ethical

conduct in connection with the performance of his or her duties for and on behalf of the Company, including the ethical handling of actual

or apparent conflicts of interest involving such individual and the Company, by, among other considerations:

entering into a transaction that would result in a conflict of interest with what is in the

best interest of the Company and that is reasonably likely to result in material personal

gain to any such individuals or their affiliates;

having a personal financial interest in any of the Company’s suppliers, customers or

competitors that could cause divided loyalty as a result of having the ability to influence

the Company’s decisions with that particular supplier or customer or actions to be

taken by the Company that could materially benefit a competitor.

party transactions are reviewed by the Audit Committee prior to the consummation of the transaction.

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Shelton, and each member of our Compensation Committee, consisting of Joseph

Grumski (who became a member and the Chairperson effective January 21, 2021), Zach P.

Wamp (who became a member effective January

21, 2021), Mark A.

Zwecker, Larry M.

Shelton (who was replaced by Joseph T.

Grumski as a member and the Chairperson effective January

21, 2021), and Joe R.

Reeder (who was replaced by Zach P.

Wamp as a member effective January 21, 2021) satisfy/satisfied the independence

standards for such committees established by the Commission and the Nasdaq Marketplace Rules, as applicable.

In making such determination,

our Board of Directors considered the relationships that each such non-employee director has with our Company and all other facts and

circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock

by each non-employee director.

Grumski (Chairperson), Zach P.

Wamp and Mark A.

Zwecker satisfy the independence standards for such committees established by the

Commission and the Nasdaq Marketplace Rules, as applicable.

In making such determination, our Board of Directors considered the relationships

that each such non-employee director has with our Company and all other facts and circumstances our Board of Directors deemed relevant

in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board of Directors has determined that Dr.

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review of regulatory documents filed with the Securities and Exchange Commission.

Audit fees for 2021 included work performed for attestation

of the Company’s internal control over financial reporting.

Fees for income tax planning, filing, and consulting.

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registrant and in capacities and on the dates indicated.

April 6, 2022

Bostick, Director

April 6, 2022

Duggan, Director

April 6, 2022

Centofanti, Director

April 6, 2022

Reeder, Director

April 6, 2022

Shelton, Chairman of the Board

April 6, 2022

Wamp, Director

April 6, 2022

Zwecker, Director

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Second Amended and Restated Bylaws, as amended effective January 21, 2021, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(ii) to the Company’s 8-K filed on January 26, 2021.

Second Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association (as Lender and as Agent), dated May 8, 2020, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for the Quarter ended March 31, 2020 filed on May 12, 2020.

First Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association (as Lender and as Agent), dated May 4, 2021, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for the Quarter Ended March 31, 2021 filed on May 6, 2021.

Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental Services,

and PNC Bank, National Association (as Lender and as Agent), dated August 10, 2021, as incorporated by reference from Exhibit

4.3 to the Company’s Form 10-Q for the Quarter Ended June 30, 2021 filed on August 11, 2021.

Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental Services,

and PNC Bank, National Association (as Lender and as Agent), dated March 29, 2022, as incorporated by reference from

Exhibit 4.1 to the Company’s Form 8-K filed on April 4, 2022.

Fifth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated August 29, 2022, as incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K filed on August 29, 2022.

Revised Second Amended and Restated Revolving Credit, Term Loan and Security Agreement referenced as Annex A in the Fifth Amendment, as incorporated by reference from Exhibit 4.2 to the Company’s Form 8-K filed on August 29, 2022.

Sixth Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated March 21, 2023, between Perma-Fix Environmental Services, Inc.

and PNC Bank, National Association.

Common Stock Purchase Warrant dated April 1, 2019 for Robert L.

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Form of Subscription Agreement, dated as of September 30, 2021, between the Company and each purchase named in the signature pages of the respective Subscription Agreements, as incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K filed on October 4, 2021.

Time and Material Master Task Ordering Agreement Subcontract Form of Agreement (subcontract 573512) dated February 23, 2020 and Modification 4 between Perma-Fix Environmental Services, Inc.

and Triad National Security, LLC., as incorporated by reference from Exhibit 10.34 to the Company Form 10-K filed on March 29, 2021.

CERTAIN INFORMATION OF THIS EXHIBIT WITHIN “EXHIBIT C” – “Form A-1 SCHEDULE OF RATES AND NOT-TO-EXCEED AMOUNTS” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBICLY DISCLOSED.

Time and Material Master Task Ordering Agreement Subcontract Form of Agreement (subcontract 554628) dated August 21, 2019 and Modification 6 between Perma-Fix Environmental Services, Inc.

and Triad National Security, LLC., as incorporated by reference from Exhibit 10.35 to the Company’s Form 10-K filed on March 29, 2021.

CERTAIN INFORMATION OF THIS EXHIBIT WITHIN “EXHIBIT C” – “FORM A-1 SCHEDULE OF RATES AND NOT-TO-EXCEED AMOUNTS” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBICLY DISCLOSED.

Joint Venture Term Sheet between Springfields Fuels Limited, an affiliate of Westinghouse, and the Company, as incorporated by reference from Exhibit 10.42 to the Company’s 2021 Form 10-K filed on April 6, 2022.

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.

Incentive Stock Option Agreement between Perma-Fix Environmental Services, Inc.

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and EVP of Nuclear and Technical Services, dated October 14, 2021, as incorporated by reference from Exhibit 99.5 to the Company’s Form 8-K/A filed on October 20, 2021.

Joint Venture Term Sheet between Springfields Fuels Limited, an affiliate of Westinghouse, and the Company.

CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Incentive Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and Chief Executive Officer, dated January 19, 2023, as incorporated by reference from Exhibit 99.6 to the Company’s Form 8-K filed on January 23, 2023.

Incentive Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and Chief Financial Officer, dated January 19, 2023, as incorporated by reference from Exhibit 99.7 to the Company’s Form 8-K filed on January 23, 2023.

Incentive Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and EVP of Strategic Initiatives, dated January 19, 2023, as incorporated by reference from Exhibit 99.8 to the Company’s Form 8-K filed on January 23, 2023.

Incentive Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and EVP of Nuclear and Technical Services, dated January 19, 2023, as incorporated by reference from Exhibit 99.9 to the Company’s Form 8-K filed on January 23, 2023.

Incentive Stock Option Agreement between Perma-Fix Environmental Services, Inc.

and EVP of Waste Treatment Operations, dated January 19, 2023, as incorporated by reference from Exhibit 99.10 to the Company’s Form 8-K filed on January 23, 2023.

List of Subsidiaries

6 unchanged sentences

Section 1350.

XBRL Instance Document*

XBRL Taxonomy Extension Schema Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy Extension Labels Linkbase Document*

XBRL Taxonomy Extension Presentation Linkbase Document*

Instance Document*

Taxonomy Extension Schema Document*

Taxonomy Extension Calculation Linkbase Document*

Taxonomy Extension Definition Linkbase Document*

Taxonomy Extension Labels Linkbase Document*

Taxonomy Extension Presentation Linkbase Document*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures